Misconceptions
by turtlegirl42
Summary: Doctor Octopus takes in a niece he didn't know he had for the purpose of training her to be his protege. But what will Evelyn Octavius do when she finds out? And will the most notorious super-villain of New York re-discover his humanity along the way?
1. Prologue

Prologue

The arc welder hissed as Doctor Otto Octavius, also known as Doctor Octopus in the hero-and-villian world of New York City, shut it off. He lifted the welder's mask off of his face, wiping his sweating brow. Exhausted and hot, he went to open the basement window just a little more. It was unseasonably warm in the city for this time of year, and the July heat seemed like it was never going to end.

He was just sitting down to rest when he heard footsteps and a tinny voice squeak, "Sir?"

Doctor Octopus turned around. Standing in front of him was a street urchin, who couldn't have been older than seven or eight years old. He was grimy, trembling, and holding a white envelope in his hand.

Trying not to intimidate the child, he hid his tentacles behind his back as best as he could. "What do you have there, son?" he asked.

"Er, it's a letter for you, sir. I was asked specifically to see that it got in your hands, even though you were really hard to find. I spent... a week looking for your hideout."

He took the letter from the child's hand. "Are they paying you?"

"They promised they'd pay me ten dollars if I got it to you."

Doc Ock snorted. Ten dollars was barely enough for dinner at McDonalds, let alone a new pair of pants or shoes. He opened his wallet, took out a wad of cash, and put it in the kid's hand. "Don't tell them I gave you that," he growled. "Now get!"

The child nodded a thank you and ran up the basement stairs. No longer concerned with the messenger, Doctor Octopus focused on the letter. It was very official looking, with a security window, as they do with more professional letters. The return address stated, "Octavius and Harbringer, Attorneys at Law. Travis, Virginia." He eyed his last name suspiciously. Surely this couldn't be from who he thought it was.

Ripping it open with one of his actuators, he read the letter.

_Dr. Otto Octavius,_

_I sincerely regret to inform you that your brother, Mr. Alfred Samuel Octavius, has recently passed away from a terminal illness. I was informed by Mr. Octavius himself that you were estranged with him and had not spoken for several years._

_However, before he passed away, he requested that I send you this notice. Your name is on the will, and he begged me to ask you to attend the reading of the will, if not the memorial service that has been arranged. He told me that it was a very important matter. I also have some papers of his that he requested I give you._

_The memorial service of Alfred Octavius and the reading of his will be on July 29__th__. You will be more than welcome to stay in one of the guest bedrooms of Mr. Octavius's home._

_Included is reimbursement for travel expenses. If you cannot make it, there is no need to send it back._

_Sincerely yours,_

_Ted Harbringer_

_Attorney At Law_

Indeed, there was a check made out to him in leiu of $200. Alfred must have made out better than he had originally thought.

He tossed the letter aside scornfully. His brother would only take notice of him when he was dying? Convienent as always. He didn't particularly care that his brother was dead; he had no emotion towards the news at all. The only sadness he felt was the realization that there were very few left in his family line with the name Octavius. At one time he had wanted to have children of his own, but that dream was so long ago it was blurred.

Doc Ock _was_ intrigued by his name being mentioned in the will. What could Alfred possibly want to give him after nearly 15 years of estrangement? Whatever it was, he had to know.

The following day, he packed a week's worth of luggage, used the check to obtain a rental car, and began the long drive down to Virginia.

Unfortunately, what the super-villian thought to be just an errand out of town turned into something far beyond anything that he had ever feared... or hoped for.


	2. Surprise

Chapter 1—Surprise

Doc Ock had decided to visit Alfred after all. He was getting ready to leave Manhattan and had just hotwired a car when he was rudely confronted by Spiderman.

"And just what do you think you're doing?" the webhead asked him.

"If you must know," Otto said, revving the engine, "I am going out of town." He sped away, leaving Spiderman standing there.

_I wonder where Doc Ock's going?_ Spiderman thought. _Oh, well. Less trouble for me to deal with_. He swung off, not bothering to follow Doctor Octopus.

Otto knocked politely on the door. He had changed out of his usual attire to something more…suitable for the occasion. A flustered young woman answered the door. "What do you want?" she asked rather rudely. Keeping his temper in check, Otto replied smoothly, "Is this the home of Alfred Octavius?"

Embarrassed, the woman said, "Yes, yes, it is. Who are you?"

"I'm Otto, Alfred's brother. Are you his wife?"

"Oh, no, I'm just the nurse. Come on in."

Once inside, the nurse looked him up and down. "So you're the famous Otto Octavius. I've heard a lot about you."

"You have?"

"Oh, yes. I think all Alfred wants is to see you again before he…" The nurse didn't need to finish her sentence. After an awkward pause, she continued. "You're lucky you came when you did. His health has worsened in the past few days." They continued to make small talk as the nurse led him through the house. Otto hated small talk. It was a diversion from what someone really wanted to say.

The nurse led Otto to a bedroom. Alfred was lying in a small bed. He was extremely thin and deathly pale. His eyes were closed, and if it weren't for the small movements of his breathing, Otto would have surely thought he was dead. "I think he's asleep," the nurse whispered. She motioned to a chair. "You can wait here." She slipped out of the room.

Otto sat down and waited. Alfred looked a lot different than he had fif years ago. He had been dead serious when he had said he was dying. Doc Ock thought about why Alfred had practically disowned him in the first place. Oh yes, Alfred had said in his sappy letter that they simply "hadn't kept in touch," but that really wasn't the case. It really was that Alfred had accused him of stealing. Fif years ago seemed an eternity ago to Otto. This had been before his "accident," before everything had happened to ruin his life. Before Spiderman had come into the picture. Everything had been pretty good back then. Otto had been working on his PhD, and was sharing an apartment with his brother, Alfred. They split the rent and the utilities evenly, of course. They were very close, best friends for certain.

It was all fine and good until Alfred ruined it all. He had harshly accused Otto of stealing his money and his things and also accused him of skimping on the rent. Otto admitted that he was guilty on the last accusation, but stealing his money and his possessions? No, he had not. Truly, he hadn't. He had been different back then, honest and virtuous. Not like he was now. Otto denied the accusations vehemently, but Alfred refused to believe him. They argued, bickered, and even fist fought over this issue. In the end, Alfred had thrown him out of the apartment. Otto was homeless for a month, and never forgave Alfred for what he had done. He still didn't, to be honest. It was just that a small part of him cared about Alfred, however cruel and wrong he had been. And, well, if he was dying, Otto felt obligated to visit him. He certainly wasn't going to "reconcile old ties," definitely not. The time to apologize and fix their friendship had been fif years ago, but Alfred had refused to. Even so, he would visit and say his condolences, and if Alfred wanted to apologize for what he had done, it was all for the better.

Otto got bored easily, though, just sitting there, thinking, and almost daydreaming about his previous life…

"Who are _you_?"

Otto opened his eyes and winced. Someone had taken his sunglasses… He looked up and saw a girl standing there. She was short, had striking blonde hair which she had braided, and pretty brown eyes. She looked exactly like the little girl in the pictures Alfred had sent. She had to be Evelyn. Otto was not impressed by the girl's snotty, "I always get what I want" attitude. He had seen plenty of people like that, and someone usually had to beat them up to get them to realize that just wasn't the way respectful people acted. He was kind of annoyed with being woken up, actually, and the way the girl was acting was getting on his nerves. The girl put her hands on her hips. "Now that you're awake, who are you and what are you doing in Dad's room?"

Otto stood up. He was _really _fed up with her nonsense and wanted nothing more than to snap her pretty little neck, despite the fact that she could be his niece. Instead, he said, "I'm your Uncle Otto. It's nice to meet you, Evelyn."

_That_ got the girl to shut up. She just stood there stupidly, her mouth hanging open like a fish out of water. While she was still shocked, Otto said, "Now that we're clear on who I am, give me my sunglasses. Please." Without a word, Evelyn handed over the glasses, still with that stupid look on her face. Unfortunately, she regained her composure rather quickly and put her hands on her hips again, with a belligerent look on her face. "You're not my uncle, you creep. Dad has_ never_ talked to me about you. Now get out, before I call the police." Doc Ock was taken aback. How _dare_ this girl speak to him in such a manner! He took a step closer and got right into the girl's face. He growled, "I don't know who you are, little girl, but I traveled a long way to see my brother, and I am going to see him, whether you like it or not." _She's just like Spider-Man_, he thought. _Annoying and pesky_.

Evelyn, slightly shocked at Otto's outburst, simply said, "Well, you can wait outside then. My father needs his rest."

Otto's fingers were dangerously close to Evelyn's neck. His resolve to not kill this girl was quickly diminishing. If she said one more thing that made him angry…

"Otto? Is that you?"

Both the frustrated man and the indifferent girl whipped their heads around to see Alfred sitting up in bed. Apparently he had just woken up. Otto walked over to the bed. "Yes, Alfred, I did decide to come."

"Oh, Otto, it's so good to see you!" Alfred squinted, peering at Otto. "You look a lot different," he said.

"Well, I suffered from an accident nearly eight years ago." 'Accident' didn't even cover it. But he wasn't going into details. The last thing his dying brother needed to know was that he was a—never mind.

"Oh, Otto, we should have kept in touch. All these years…" Alfred said, sighing. He squinted again and noticed that Evelyn was still in the room. "Evelyn, this is your Uncle Otto." Evelyn glared at the person in question and said, "I know. He told me."

Alfred noticed the look on her face and said; "I don't think you've been very nice to your uncle. He's a guest, and if I hear anything about you treating him badly—well, you'll…" He was interrupted by an awful and elongated coughing fit. "—you'll go up to your room," he finished. "Yes, Dad," Evelyn said, smiling sweetly. "Please leave now," Alfred said. "Your uncle and I have much to discuss." She left without a word, leaving the two men to talk in peace.

The two talked for hours, discussing what had happened fif years ago and what had happened in each of their lives since then. Otto was surprised that Alfred actually apologized for what he did. They reminisced about the good times, and talked about the bad things as well. Thankfully, Otto managed to make up a good story about his "accident," because he was pretty sure Alfred didn't know. When Otto was ready to leave, however, Alfred stopped him. "Otto…" he said.

"What is it?"

"I need to ask you a favor, to do something for me after I die."

Otto sighed. He had known this was coming, he had just known it. And yet he was stupid enough to come anyway… "What is it?" he asked forlornly. Alfred motioned him closer. "I want you to take care of Evelyn after I'm gone. Since my wife Madeline died six months ago, when I die there'll be no one to take care of her." Otto's eyes flashed and he opened his mouth to protest, but Alfred continued. "She'll be turned over to the state if you don't take her in. And besides," Alfred said, grinning, "you'll probably be able to knock some sense into her."

This was unbelievable. Otto couldn't care less what happened to the girl, even if she was his niece. In his line of work, he didn't have the time to take care of people other than himself. And his brother _actually _expected him to take care of his snobby, bratty, and despicable niece? That just wasn't going to happen. No way, no how. He didn't of course tell Alfred that he _definitely_ wasn't taking her. He just told him, sure, no problem, because he knew if he refused, he wouldn't hear the end of it, and the _poor_ little girl Evelyn would have to go in foster care. Let her go into foster care! Otto couldn't care less. Maybe it would toughen up the girl.

Alfred died early the next morning. It was though he had been waiting just for Otto to visit so he could make sure his daughter was all right. Otto felt a little guilty for lying to Alfred, but pushed these thoughts away. He just didn't have time to take care of a girl. He never had been good with kids, and he knew it just wouldn't work. No, he couldn't deal with it. And besides, he had certainly done worse in his criminal career than lie to his brother. This really didn't leave too much on his conscience. In fact, Otto liked to think he didn't have one, but that was a lie…

The funeral for Alfred Octavius was held three days later. The dark cloudy skies threatened to rain upon the mourners who were beginning to file into the cemetery.

Otto stood away from the rest of the mourners, watching the procession stoically as he leaned against a small tree.

Like the rest of the mourners, Otto was dressed in typical funeral attire; black pants, shoes, shirt… a black trench coat to hide the tentacles, black gloves, and a black fedora-style hat with his black sunglasses. To the rest of the mourners filing in for the funeral, he was a menacing figure, and they made sure to stay away from him, though they whispered about the mysterious stranger among themselves. What was _he_ doing here?

He was reminded again why he hated funerals. People were so fake at them. Most of the time, they pretended to mourn when they really hated the person. Or they would talk among themselves about how great the person in question was when at least one of them was glad the person was dead.

But Otto was here. He felt… almost obligated to. After all, Alfred had been his brother, however dysfunctional their relationship had been. Alfred would have done the same for him. Hell, Alfred would have probably been the only one there at _his_ funeral. Well, Spider-Man would no doubt show up just to spite him, but that didn't count.

Otto wondered if his brother had known about the accident, and his 'career change'… During those several hours they had talked, Alfred had made no mention of it. And he automatically assumed he didn't know.

Otherwise, he would have _never_ asked Otto to take care of Evelyn (which he wasn't going to do anyway).

The criminal saw the said girl out of the corner of his eye, filing past the open casket. She was a pretty little girl, and her blonde hair stood out against the black attire of all the other mourners.

Well, he wasn't going to worry about her. Doctor Octopus always had a multitude of troubles of his own, and a nosy 14 year-old girl would certainly hinder any plans he might have. No, the girl was no trouble of his.

The pastor began his sermon, but he barely heard him, the man's supposedly eloquent words nearly muted by his own thoughts. His own memories.

He duly realized that he was the only one left. All of his family was dead now. He was the only remaining Octavius.

Evelyn didn't count.

Well, it didn't matter. He didn't need family.

But as he left the cemetery twenty minutes later, Doc Ock found himself wiping a tear from his eye. Cunning criminal though he was, he was not without sorrow on this day.

He had never realized how alone he truly was.

The next day, Otto had packed his bags and was getting ready to leave. He was more than ready to get back to the city. He was quickly getting bored and restless—and besides, he had arranged to meet with Maxwell Dillon nearly a week ago. It was high time for a regrouping of the Sinister Six—and hopefully they wouldn't relive the horrible embarrassment that had been the Six's last escapade.

On his way out the door, he stopped as he saw the housemaid and Evelyn having an argument in the kitchen.

"Come on, now, Evelyn! That nice lady Mary from Social Services will be here any minute! Please get ready!"

"I don't want to go!" she said loudly. The girl looked extremely upset, but it was no trouble of his. He turned to leave before he could—

"Uncle Otto?"

He turned around to face the girl and she looked up at him. "Good-bye, Uncle Otto." She surprised him by embracing him tightly, practically crying into his sleeve.

"Good-bye, Evelyn." He left the room, but didn't leave the house. He rubbed his forehead in concentration. Much as he loathed admitting it…

The girl needed him. When she had looked at him back there, he had seen so much in her eyes. Nervousness, anxiety, loneliness… even a little fear.

Thirty years ago, that had been him. He had been that little boy, lonely and afraid of the outside world ahead of him. Of the horrors and sadness of the world.

That's when he got the idea. He would take her in after all, abiding to his brother's wishes. Otto would show her how cruel the world truly was. He would teach her of the ways of his life; protect her as though she was his own child. And perhaps someday, he would work with her by his side.

Otto felt elated at even the prospect of a partner. He had always worked alone. The Sinister Six and other super-villain groups he worked with didn't count, because they were working for him. He never, ever worked with someone as though they were his equal.

A partner… that opened up possibilities he couldn't even dream of. Who cared if she was a girl? Otto had met some pretty defiant and tough women in his lifetime. Maybe this girl would be it.

And he would finally have a protégé. Someone he considered his equal. It all seemed too good to be true.

He quickly found the housemaid. "Gloria," he said warmly. "I've changed my mind. I would like to take the girl in."

The housemaid seemed taken aback. "Well, she's in her bedroom, getting ready. Are you sure?"

He nodded. "Yes, I'm sure."

She bustled off. "I'll go call Social Services…"

Otto, meanwhile, approached the girl's room and knocked on the door. His teary eyed niece answered it.

He nodded politely. "Evelyn? May I come in? I would like to discuss something with you. Something important."

She opened the door wide. "Come in," she said sadly, closing the door behind her.

**Author's Note: This chapter has been expanded and revised. Originally, there was no funeral scene. The last scene has been greatly expanded as well. This is for clearer plot line, expanded character development, and an improvement of this story overall. Thank you for reading!**


	3. Return

Chapter Two—Return

Dr. Otto Octavius stood at the grave, staring at the headstone engraved with his brother's name. A cold breeze blew through the cemetery, ruffling his overcoat.

He was here for a couple of reasons—one of them was paying his respects to his brother. Otto hadn't been here since the funeral, which had been nearly two weeks ago now. He just hadn't felt like coming here; because the last thing he wanted to do was dig up his past. Another was waiting for his niece, Evelyn; she came here every day, and it was about time they had a talk.

Standing here, though, reminded him of the _real_ reason Alfred had cut off ties with him; the real reason they hadn't spoken in over fifteen years.

It was almost déjà vu, really; like right now, he had been standing in front of the grave of a family member—but not his brother's…

"_Otto, is that you?"_

_He turned around to see Alfred walking towards him. "Oh, hello, Alfred," he said uneasily. They hadn't spoken for over a month, since that day when Fred had accused Otto of stealing his things. _

"_Everyone's went home already, Otto. What are you still doing here?"_

"_Thinking," Otto replied. "Paying my respects."_

_Alfred said nothing in reply and the two brothers stood in front of the grave for a minute._

"_I guess we're the only ones left now," Otto said, finally breaking the silence._

"_Well, Mother would still be with us if it weren't for you," Alfred replied._

_Otto glared at his brother. "What exactly do you mean by that?" he retorted._

"_You know precisely what I mean. The day Mother died, her neighbor told me that there had been a huge argument in her apartment. You were arguing with her again, weren't you, Otto?"_

"_Maybe I was. But that's beside the point. You know I would never—"_

"_Why did you do that, Otto? You _knew _she had a weak heart."_

"_If you just came here to make accusations, then why did you even bother? You've already accused me of being a thief; now you are going to accuse me of murder, on top of that?" Otto snarled. How dare he say such things?_

"_Actually, what I came to say, besides the fact that you killed our mother, which you DID," Alfred said, cutting off Otto's retort, "was that I'm leaving."_

_This came as a shock, and most of Otto's anger evaporated, though Alfred's clearly did not. "You're leaving? Where to, and when?"_

"_I'm going out of state, actually. I'm going to open a law firm there."_

"_That's good for you," Otto growled. "Be sure to keep in touch," he added sarcastically._

"_Like I'm even going to bother. We may be brothers, but our friendship is over, Otto. You ruined it. Goodbye."_

_Alfred turned on his heel and walked out of the cemetery, leaving his brother standing there, utterly alone._

That had been a little over fifteen years ago, and that had been the last time he had seen Alfred. Until now; when his brother had called him here, insisting he was dying and begging Otto for forgiveness.

Just so Fred could use him. And here he had thought Alfred was just apologizing out of the kindness of his heart. Well, Doc Ock was a very good manipulator, and as usual, he would use this situation to his advantage.

The current situation being having to take care of a fourteen year old girl. He didn't know even how to go about this, but he would manage it. He always did…

"Uncle Otto?"

Otto turned around. Ah, there she was. "Hello there, Evelyn," he said briskly.

"What are you doing here, Uncle Otto? I never have seen you come here."

"Oh? I am simply paying my respects," the criminal replied, glancing at the grave Evelyn was now heading towards.

"Do you miss him?" Evelyn asked.

"I suppose. I wasn't that close with him."

"You weren't that close with him? My dad was your brother. Aren't brothers supposed to be close?"

"I'll tell you one thing about your father, and it was this—he could hold a grudge."

"That's too bad."

The two stood in silence in the cemetery. There were no words that could convey what each of them felt. Finally, Otto interrupted the silence.

"Evelyn, I have to tell you something. It's—"

His cell phone rang; an obnoxious tone that repeated over and over. Otto made a mental reminder to himself to change the ringtone. "Excuse me," he mumbled, stepping aside to answer it.

"Octavius," he said curtly, not bothering to say hello because he knew who was calling. The only person who would call him would have to be—

"Hey, Ock? It's Electro. You said you wanted to speak with me, I don't know, three weeks ago? Where the hell _are_ you?"

"I don't have to explain myself to anyone, least of all _you_. I'll be returning in a few days. I'll talk to you then." He ended the call, walking back to talk to Evelyn.

"Who was that?" his niece asked.

"A colleague," Otto replied crisply. "Which brings me back to what I was saying. You should start packing. We're leaving in a few days."

Evelyn's face fell. "Oh, right. I remember you telling me about that. You live in New York City, right?"

"That's right. Manhattan," he corrected.

"I've visited a few times. Hey, isn't that where Spiderman lives? Ever catch a glimpse of him?"

"A few times; once or twice," Otto replied, keeping his stoic expression but inwardly grimacing. "Not a big deal. If you live in Manhattan, you're bound to see him." Must the girl bring up Spiderman?

"That's pretty incredible. Ever seen the Fantastic Four…?"

And so the one-sided conversation continued all the way back to Evelyn's home.

Otto placed the last box into the truck bed. "That's all of it," he said to Evelyn, who was leaning against the front hood of the truck. She stood up and walked around to where Otto was standing.

"We're ready to go, then?" she asked. "I like your truck; it's really in good condition."

"Um, thanks." Obviously, the previous owner had kept the vehicle in good condition. He didn't usually use a car, preferring to use…other methods of transportation. He preferred vaulting over the rooftops any day to driving—and besides, the police could never get to him up there.

_It's a good thing I have an apartment now,_ he thought. Up until recently, he had been living in an abandoned warehouse; only renting out a modest one-bedroom a few weeks ago under a false name. Even so, the landlord had discovered Otto's true identity. Thankfully, the landlord only needed a little _convincing_ before he decided that maybe letting Doc Ock rent out an apartment wasn't such a bad idea after all.

Otto suddenly got an idea. Why not let the girl drive? She was fourteen, old enough to drive, and his opinion, certainly mature enough to do so. He jangled the keys, not sure whether it was worth his time to teach the girl to drive or to just do so himself.

Evelyn, on the other hand, was getting impatient. "Come on," she told her uncle. "Let's get going already."

Her uncle said nothing but simply handed her the keys.

"What? You want me to drive? But I wouldn't know where to start!"

"Nonsense; you're old enough, and it's easier than it looks. I'll show you how."

After three hours of close calls, near crashes, and slightly unsteady driving, Otto looked at Evelyn and said, "Do you think you're ready for the interstate?"

Evelyn gave him a skeptical glance. "Are you sure about that, Uncle Otto? I'm still learning, and besides, aren't highways dangerous?"

"You'll be fine; I trust you. All you need to do if you think you can't handle it is pull off at the next exit, and then I'll take it from there. I'll need to drive once we reach the city limits, anyway."

"Hmm, maybe." Evelyn pulled onto the interstate. "Hey, this isn't _too_ hard… How far is it to Manhattan?"

"About two hours."

Evelyn continued driving down the freeway. She had been hoping to chat with Otto while she was doing so, but obviously he wasn't in the talking mood. "If you fall asleep, I'll wake you up when we reach the city limits," she told him.

He turned towards her, giving her a slight glare. "I'm not going to fall asleep, Evelyn. I am simply thinking."

The rest of the trip was spent in silence. When they reached the city limits, Otto took over; weaving through the evening traffic casually and taking side streets that were less congested.

"How do you…?" she trailed off.

He grinned. "I've lived here a very long time. I know this city very well." _More well than you know_, he thought. He knew every aspect of Manhattan—the streets, the shortcuts, the alleyways, the rooftops, the best run-down warehouses, the slums… Yes, he knew this city, all right.

Finally, he turned into the small parking lot of a run-down apartment building that had certainly seen better days.

"This is it?" Evelyn asked skeptically.

"This is it. My apartment is on the third floor." Otto took the keys out of the ignition and got out of the truck. "I'll bring your belongings up later."

A few minutes afterward, he unlocked the apartment door. "Unfortunately, I didn't think I would be bringing anyone home with me," Otto explained, "so you'll have to excuse the clutter."

Like the outside of the building, the inside of the apartment was shabby and looked quite neglected. Add to the fact that there was random objects scattered everywhere, and Evelyn was quite disappointed.

Seeing the look on her face, Otto added hastily, "The place where I was living before was worse than this, if you can imagine that."

Evelyn's uncle suddenly realized he had nowhere for her to sleep. The bedroom he had converted into his private workspace, adjusting the large walk-in closet into his bedroom. _Guess I'll have to make room somewhere_, he thought begrudgingly. For now, the girl would have to sleep on the couch.

A couple hours later, Evelyn, too, was wondering where she would sleep. Her uncle told her that she would be sleeping on the couch, and disappeared into his bedroom (his workspace, he called it) to get some blankets and such.

This was when, bored, Evelyn made the extremely stupid decision of entering and exploring her uncle's bedroom. Otto had told her it had previously been a walk-in closet, so Evelyn wasn't surprised at the cramped smallness of the space. The only things in the room were a small bed and a floor-to-ceiling bookcase. The bookcase caught her interest, and Evelyn walked over to it.

The bookcase was full of books, of course; non-fiction, mostly. Evelyn ran a finger along the spines of the books as she glanced at the titles. _Physics of the Twenty-First Century; Recent Advances in Science; Theories of Nuclear Physics; Exploring the Big Bang Theory; Engineering and Mechanics…_**Boring.** Otto obviously was a scientist of some sort; judging from the books, he was a physicist.

Quickly losing interest, Evelyn was about to leave when something caught her eye. There; on the bottom shelf.

Evelyn crouched down and looked at the foremost bottom shelf. This _entire_ shelf was devoted to _poetry_. Poetry, for crying out loud! There were even a couple of love poetry books in there.

Evelyn sniggered. Her serious, stoic uncle was the last person she expected to have a poetry collection. _I bet he even memorizes his favorites_, she thought, giggling softly as she reached to pull one of the books out.

"What. Are. You. Doing?"

Startled, Evelyn stood up to face her uncle, who was standing in the doorway.

Otto was…well, Otto was pissed. His fists were clenched, his face was slowly turning red with anger, and if he hadn't been wearing his sunglasses, Evelyn was sure she would have been metaphorically vaporized by a death glare.

"What are you doing in here?" he asked again, deadly calm in his voice.

"Um, I was bored, and I, um—"

"Let me make something clear, Evelyn—I don't want you coming in here. Or my office, for that matter. That's my personal space, and I have some things in here I don't want you to see."

Evelyn snickered. "Yeah, like poetry," she said, trying not to burst into peals of laughter.

Otto said nothing, resisting the urge to strangle the girl right then and there. He handed her some blankets. "Go to bed," he growled, and slammed the door in her face.

The next day, Otto walked along the streets of Manhattan, sighing with annoyance. What had he gotten himself into? The girl was way more trouble than she was worth.

_But you knew that from the start, didn't you, Otto?_ he thought to himself. The girl was Fred's child, after all. Fred, the hotshot lawyer he had been, had been sure to raise a little spoiled brat of a girl.

Otto shrugged his shoulders. It was a hot day, and he really wanted to take his heavy overcoat off. But he couldn't; not without causing unwanted attention.

He supposed he was stuck with the girl. As much as he wanted to, he wouldn't kill her. She was family, after all, and though Otto had no qualms about killing random people on the street, the spot of conscience he had left would not allow him to kill the girl. Annoying as she was, she was his niece, and she was innocent.

Dr. Octavius stepped down the stairs to a basement door, knocking once, twice, three times. He checked his watch. He was getting impatient…

Finally, Max Dillon, known throughout the criminal underworld as Electro, opened the door. Dillon was of average build, several inches taller than Doc Ock, with a shock of light reddish-brown hair, electric blue eyes, and a toothy grin. If one met him on the street, one would think he was just a regular, harmless guy.

But Otto knew better.

"Dillon," he simply said when Electro opened the door.

"Octavius," Dillon replied. Though they occasionally worked together, they were most certainly not friends.

Electro led Otto into a small room in the basement with mismatched chairs. The scientist shed his coat, placing it on one of the chairs, and sat down. He noticed Dillon giving him a funny look and gave him a trademark glare. "What?" he said. "It is very warm outside."

Electro snorted. "Speaking of warm, faraway places, how was your long vacation, Doc? Did you enjoy it?"

"I was _not_ on vacation, Dillon. As much as you'd like to believe I was, I had some personal business to attend to. I didn't leave Manhattan for three weeks to have fun and games." Otto removed his sunglasses, casually polishing them with a clean rag. "Now, can we discuss what I actually came here for?"

"And what would that be?"

Otto didn't look up from his task. "I would like to re-group the Sinister Six," he said, placing his glasses back on his face and looking Electro in the eye. "Would you be interested?"

Electro's eyes widened. "Are you serious?" he said disbelievingly. He didn't know whether that was a good idea or not.

"Dillon, when am I not serious?" Ock retorted gravely. "Since we usually work together, I figured I would ask you first."

Electro thought for a minute. "Maybe I'm interested. As long as we all don't get captured, like last time." The last time Ock had gathered together the Sinister Six, it had been a horrendous disaster. All of them, including Ock himself, had been incarcerated for quite a long time over _that_ ordeal.

"I assure you that will _not_ happen again. In fact, it wouldn't have happened at all if the other superheroes hadn't showed up. Even _I'm_ no match for the Fantastic Four."

"That _is_ true…" Electro said thoughtfully.

"Now, here is what I have planned…"

The two criminals discussed details and meeting places for nearly an hour before Doc Ock put his long overcoat back on and left. Electro watched him go. Something about him made him nervous every time he saw him. Maybe it was his tentacles. Or the fact that Electro knew what he could do with them.

Either way, Ock was up to something as usual. And of course he wasn't telling. _'Personal business,' my ass, _Max thought. _Ock's up to something, and I plan on finding out what it is._

Author's Note: Thank you for reading. Please do review!


	4. Showdown

Chapter Three—Showdown

Author's Note: To those of you who have been reading this, you'll notice that I changed the name, etc. Thanks for the reviews, and read on…!

_Hmm, _Peter Parker thought as he reached AMA Laboratory headquarters, _I wonder what this is all about._

Peter had heard that someone (or several someones, as the case was) had broken into AMA laboratories, just outside of the city limits. Peter had deemed it intriguing enough to don his costume and check it out.

When he reached AMA Laboratories, the police hadn't shown up yet. The only person outside was a shaken-looking security guard. Spider-man approached the guy, who was wringing his hat and casting nervous glances behind his shoulder.

"Hey! Hey, you!" the superhero said to get the guard's attention.

The guard looked up. "Spider-Man?"

"No, I'm Captain America!" Spider-Man wisecracked. "Mind telling me what's going on in there?" He pointed to the front doors of the facility, which had been ripped off the hinges. Loud crashing sounds could be heard from inside.

The guard began to visibly tremble. "It was—it was Doc Ock, with the Sinister Six! I saw them coming, s-so I hid behind a Dumpster…" He pointed to the side of the building where a Dumpster stood.

Spider-man patted the upset man on the shoulder. "Thanks! See you later!" He dashed into the building.

_Geez,_ he thought. _Why does Ock always have to make it harder for me? First he disappears for over a month, and when he finally _does _show up, he has to bring all of his friends!_ Superheroes never got a break.

Peter walked cautiously past the wrecked lobby into the main laboratories. What had been a bustling workplace just a few hours before was now in ruins. Destroyed and damaged equipment was scattered everywhere, and dead and dying scientists and laboratory workers were lying in various places on the laboratory floor. The superhero carefully picked his way through the ruins of the laboratories. After several minutes of this, he came to a room untouched by destruction. A large computer stood in the middle of the room, with two people standing in front of it.

Even from behind, the figures were instantly recognizable. _Electro and Mysterio_, he realized. _Can I defeat both of them at once? Hmm…_ For now, though, Peter decided it would be best to wait and test his luck. So he ducked into the shadows, watching and listening.

"Dammit, how long will those files take to transfer?" Electro whined.

"As long as they have to. Besides, you're not interested in these files anyway," Mysterio retorted. "If you're getting that impatient, leave and join Doc Ock in whatever he's doing."

Electro scoffed. "Screw that. The only reason I'm working with that fat freak this time is because there's something in it for me."

"And what would that be?"

Electro proudly showed Mysterio something Spider-man couldn't see. Mysterio shrugged. "I fail to see how _that_ will help you defeat Spider-man, but I'm not the electrician."

The room fell silent for a few minutes save the occasional clicking of the keyboard as Mysterio manipulated the data on the computer. After a few minutes, the criminal looked up. "Say, speaking of Doc Ock, any idea where he's been the past couple months? I'd heard that he left the city, and then a week ago he shows up and tells me about the meeting. Any idea what he was doing all that time?"

Electro shook his head. "No idea. I asked him, of course, but he wouldn't budge on the subject. Said he had 'personal business' to take care of."

"Any clue as to what that might be?" Mysterio asked curiously.

"No, you know how he is. All I have are theories."

"Please enlighten me. This computer is dreadfully slow."

Peter had to strain to hear what Electro said next. "Well, I figured maybe it had something to do with family, you know? Not that—"

"It's highly doubtful that he would even _have _a family. If he did, I doubt they'd be on speaking terms."

"Hey, it's just a theory. Maybe his mother was dying or something."

The other man began to chortle loudly, unable to control his laughter.

Peter decided this would be a good time to surprise them. He quietly walked up to them until he was a few feet away from their turned backs. "Hey, guys! Having a good time, I see! Did you miss me?"

Mysterio stopped laughing. Electro whipped around angrily.

"Spider-man," he growled threateningly.

"Yup, that's my name. Don't overuse it, now," Spider-man replied cheerfully.

And so the battle began. Spider-man defeated Mysterio easily, but Electro made the job more difficult. When he had finished off Mysterio, Spider-man quickly cornered Electro and defeated him by luring him into a puddle of water. However, the super-villain was still conscious, and Spider-man hoped to glean some information from him.

Spider-man picked up Electro by the collar and pulled him up close. So close that he could smell the villain's breath. "Y'know, you reeeally shouldn't eat sardines for breakfast," Spider-man commented cheerfully. "Now, do you mind telling me where everyone else went?"

Electro struggled against Spidey's grip. "Do you really think I'm going to tell you, Spider-freak? I don't answer to anyone!" He kicked the hero's leg, making him let go of Electro's collar. "Least of all you!" Electro grabbed a live wire among the debris on the laboratory floor, sending bolts of electricity hurtling towards Spider-man…

Peter saw this coming and quickly rolled to avoid getting shocked. _Stop, drop, and roll,_ he thought. _Except I'm not on _fire. He jumped and made a webline to the wall. "Hey, you want to be this way, it's your problem, not mine."

Electro, who had been laughing in triumph, stopped as he realized that Spider-man had disappeared. "Where'd he go?" he said aloud to himself as he looked around.

At that moment, Peter propelled himself from the wall, landing behind Electro. The villain turned around, only to have Spidey grasp him firmly by the shoulders and bask skulls with him.

"Unngh…" Electro said, falling over unconscious.

Spider-man shrugged. "I did ask nicely," he said. He brushed himself off and left the room, looking for the other members of the Sinister Six…

_Perfect_, Otto Octavius thought as he looked over the stolen components._ I have everything I need_._ Now just to get out of here without alerting my companions_. Though he had created the Sinister Six to defeat Spider-Man (he couldn't do it alone), oftentimes he called them together for his own purposes.

This was one of those times. The security at AMA Laboratories was extremely tight; Otto couldn't get in there on his own without being swarmed by security guards. But with five other criminals as cunning and shrewd as he was, it was extremely easy to get past all the security. Otto had told them that it was kind of a free-for-all; AMA Laboratories held all sorts of information on state-of-the-art weaponry and technology any of them could use, and held files on high-class criminals such as themselves. So he really hadn't been deceiving them; just using them for his own purposes.

Dr. Octavius gathered all of the components and the stolen files about himself and his mechanical arms and put them away inside the pockets of his trench coat. He turned to make a careful exit…

He heard something. It was a soft shuffling sound, barely audible but loud enough to put the scientist on guard. He sent out one of his tentacles to survey the room.

Less than thirty seconds later, his tentacle alerted him to the fact that Spider-Man was crouched upside-down on the ceiling, waiting for just the right moment to strike, he was sure. Why he hadn't noticed the wall-crawler come in the room, he did not know. He briefly considered turning the tables on the spider by plucking him off the ceiling, but decided against it. That would be too easy…

"You can come down any time now, Spider-Man," he said nonchalantly. "The element of surprise has been…well, compromised." He turned around, looking up where Spider-Man was poised. "You really should know better," he chided. "You can't hide from me."

"Oops, my bad." Spider-Man did and impressive back flip off the ceiling, landing in front of his nemesis. "How are you, Ocky? We all thought you were dead."

"You'll be wishing I were dead when I'm through with you," the scientist growled.

Peter ignored the threat. Hopefully it would be the other way around, and he wouldn't have to drag his broken body home like the last time he had battled Doctor Octopus.

"So, how was your vacation?" he wisecracked, dodging two of Ock's tentacles.

"I wasn't on vacation," he retorted, trying to corner the spider with difficulty.

"Just kidding. Actually, rumor has it that you were taking care of your mother. And here I thought you didn't have one!" Spider-Man jumped to the side as one of Ock's tentacles came crashing to the floor, missing him by inches. "In fact, I—"

"I've heard enough." With one swift movement, Doctor Octopus snatched up Spider-Man with one of his tentacles, bringing him around so that they were face-to-face.

"I put up with your wisecracks," he snarled viciously. "But when you begin insulting my dead family, you're getting a little too personal." He threw Spider-Man violently across the room, where he slammed against a wall.

Peter, dazed, opened his eyes to see Ock closing in on him. _Oh, crap; I better think of something, and fast! _He thought desperately. _Maybe the old webbing-in-face trick will work._ Reaching out, he got Ock right in the face with a fistful of webbing. His nemesis completely distracted, Spider-Man leapt up and rushed him, knocking him to the ground.

And so the fighting continued. After nearly an hour into the battle, Ock began to realize that he was losing and he most certainly wasn't going to win this one. The wallcrawler had him cornered, and Ock had been weakened by Spider-man's cunning tactics throughout the fight. Add to the fact that Ock hadn't been sleeping so well lately, and all the factors added up.

He thought about the girl. Over the past three weeks he had slowly gained her trust. Now all that would be lost, as she would surely be shunted from foster home to foster home while he sat in prison.

_Oh, well. What's done is done_, he thought, sinking to his knees as Spider-Man came at him for the final blow. He made a last feeble attempt to block him with one of his tentacles, but the wallcrawler easily dodged the blow.

Peter came at Ock, evading a tentacle while he advanced to finish him off. _That makes three criminals in one day. Not bad, Spidey, not—_

Spider-man hadn't even noticed Marko Flint, also known as the Sandman, coming into the room; only being alerted out of the corner of his eye when it was too late. Sandman rushed at Spidey, knocking him off-balance. Peter began to tackle with the other villain, completely forgetting about Ock at that moment.

While Spider-Man was distracted by Sandman, Doc Ock slipped out of the room, sneaking out of the back entrances. Creeping around the building, he glanced out at the front parking lot where he had foolishly parked his getaway van. The area was now swarming with police cars and other vehicles.

Ock quickly turned away from the parking lot. The time to leave was now. Sandman might have granted him a narrow escape, but he wasn't out of the woods yet. After wiping most of the blood off his face, (he was pretty sure he had a broken nose), Ock made his way to the main highway and stuck his thumb out. Surprisingly, the fourth or fifth car to pass by picked him up, and the driver dropped Ock off at the hospital, which was several blocks away from his apartment.

Outside the apartment door, Otto fumbled through his trench coat pockets before realizing that he had left his keys in the van.

Today just wasn't his day.

Otto banged on the door. "Evelyn? It's Otto. I've lost my key. Would you mind letting me in?" he said loudly through the door. He had instructed his niece not to let anyone besides himself in when she was home alone.

A minute or so later, Evelyn answered the door. "Uncle Otto!" she exclaimed. "I was so worried? Where were you? I—oh god, are you alright? You're bleeding…"

He nodded slightly, stepping over the threshold. "I'll be fine. It's not as bad as it looks. I—"

Otto was cut off as Evelyn embraced him tightly. He reluctantly returned the hug, resisting the urge to strangle her. He _hated_ embraces of any kind.

"I thought you were dead somewhere," Evelyn cried.

"Don't worry. I can take care of myself," he said.

Evelyn sat down at the kitchen table. "What happened?" she asked.

Luckily, Doctor Octopus had thought of a good story for that one. "I was helping out an acquaintance after work, who wanted me to help clean out his basement. Unfortunately, I slipped and fell down the basement stairs."

"Hence the broken face," Evelyn finished.

Otto grimaced. "As you can see, I have not had a good day. I'd like to be left alone, if you don't mind." Evelyn nodded, and the criminal went into his room, which doubled as his workspace.

Otto took out his cell phone. There was a phone call he needed to make…

"Hello, Flint? This is Octavius. I wanted to thank you for helping me out back there."

"Oh, yeah, no problem," Sandman replied. "You owe me one, Octavius."

"I know. What about the others?"

"Myself, Kraven, and Vulture got away, but Electro and Mysterio are now incarcerated."

Otto sighed. Dillon and Mysterio captured… that was quite a loss. "There's nothing we can do about that," he told Marko Flint. "I'll contact you if I need any of you for anything else." He disconnected the call.

"Uncle Otto!" Evelyn called through his door. "Can I talk to you?"

Otto sighed again. That girl… Though she might prove useful in the long run, right now she was just a nuisance. He had to tell her, but he didn't know how.

_Soon,_ he thought. _Soon she will discover the truth._


	5. Flashbacks

**Author's Note: I've been having a lot of fun with this. It's so fun to play with characters, don't you think? The hardest part is keeping Doc Ock in-character, which is pretty difficult to do to begin with, but especially with this story.**

**Anyway, I would like to note that flashbacks, which there are a lot of in this chapter, are in italics. I already used this in Chapter Two, but I never mentioned it. Also, this chapter **_**may**_** be longer than the other four, but I'm just working on character development, so bear with me here.**

**Read on…**

Chapter 4—Flashbacks

The following Friday afternoon found Evelyn Octavius at the kitchen table, fiddling with the (unbeknownst to her, stolen) laptop in front of her. As of now, it didn't work, but she was trying to fix that. Otto had asked her to fix it for him, and she had gladly obliged. Evelyn had recently discovered that she had an aptitude for fixing things, namely electronics, and she liked doing it, too.

While she was working, Evelyn thought about a lot of things. Her father, her uncle… Her life had changed so drastically during the past month, it wasn't even funny. This was all so hard on her, but she tried not to show it.

Evelyn's mind drifted to that day. The day after the funeral, that day that changed her life and lifestyle forever…

_Evelyn started as her strange and mysterious uncle pulled her aside. "Evelyn?" he said urgently. "We need to talk."_

_He led her into a room; her bedroom, shutting the door behind him. Evelyn was very confused. Her newfound uncle had already said good-bye to her. What was going on, exactly?_

_Evelyn sat on the bed. "What is this all about?" she asked softly._

_Her uncle said nothing in reply. He walked over to the window and gazed out of the panes thoughtfully, his back to her. Finally, he said in that throaty growl of his, "First of all, I'd like to apologize." A long pause and then, "Your father and I were estranged for many years. I have only just met you, and that was because he was dying. I didn't even know you existed until now."_

"_Me, too," Evelyn replied. She had no idea why she hadn't met her uncle until now. Not that Uncle Otto was likable, but still. Family was family, after all._

_Uncle Otto was still looking out the window, obviously too nervous to speak to her face to face. "The day your father died, he requested something of me." He finally turned around, facing Evelyn. She could read no discernable emotions on her features._

"_What did my father want from you?" Evelyn asked anxiously. Once again, she was in the dark, having no idea what her dad would want from her creepy uncle. They obviously had been at odds; why would her father ask a favor of him?_

"_I was getting to that." He continued speaking. "Of course, I lied to him and told him I would with no intention to do so. What he was asking of me…well, it was just too much. Especially after what he did."_

_He absentmindedly cracked his fingers. "But recently I changed my mind. I've given this serious consideration, putting a lot of thought into it. I've finally decided, (against my better judgment) to do as he requested."_

"_What? What is it?" Evelyn asked. Otto's secretiveness was killing her; she __**really**__ wanted to know what this was all about. He was making her so anxious…_

_Her uncle took a deep breath. Obviously, he was, if not more, anxious than she was. "Your father wished for me to be your legal guardian, to take care of you, that is, when he died." Evelyn started to speak, but he cut her off, waving a large hand impatiently. "Obviously, you can understand my reluctance. I've only just met you, after all. And there are…other reasons, as well." He paused for a minute. Evelyn was too much in shock to reply. "But I have decided that if you wish, I will be your caretaker. After the legalities are through, you would come with me to live in Manhattan, where I live."_

"_Are you serious?" Evelyn asked, astonished. Never had she thought he was going to say __**that**__._

_Otto frowned. "Of course I'm serious," he said, irritated. "I would not joke about something like this." He paused, evidently still a little aggravated. "Of course, it's all up to you. I'm not forcing anything upon you."_

Naturally, Evelyn had taken up Otto's offer after some careful thought on her part. She would get to know her new uncle better this way (though it wasn't the preferable method of getting to know someone); and besides, anything would be better than having to cope with living in foster care.

Of course, this 'arrangement' wasn't going to happen without some problems. Otto had warned her beforehand. "You'll have to bear with me," he had told her. "I am a very…solitary person." He admitted to her that he lived alone and that they would both have a hard time adjusting to this new situation.

Otto certainly wasn't lying. They had problems even before they left for Manhattan—starting with the tarantula.

Evelyn smiled, almost laughing to herself. Though she still missed Hawkeye, it _had_ been funny, in a way. And she had learned something interesting about her uncle that day…

"_Do you have any other pets that I should know about, Evelyn?"_

_Evelyn sighed. Her uncle had made her give away her dog, Bon-Bon, and she missed him already. But then she though of the other pets that she did have, and smiled. Perhaps he would let her keep them. Her confidence grew along with her grin. "Yes, I do," she said. "Follow me."_

_She led him to her bedroom. Most everything had been cleaned out of the previously messy room; the only items in the room now, besides her bed, were stacks of cardboard boxes. _

_However, in one corner sat a cage and a terrarium on a small desk. Evelyn walked over to the desk, and bent over next to the cage. Reaching inside, she brought out a speckled gray rabbit, its floppy ears falling past its face. "This is Charles," Evelyn told him proudly. Before Otto could protest, she shoved the bunny into his arms. He awkwardly held it for a minute before handing it back to her. He glanced into the terrarium nervously. "What's in there?" he asked warily._

"_Oh, this? This is just Hawkeye," she replied, reaching a hand into the glass cage and feeling around for the pet. Finally, she brought out a large tarantula. It was at least five inches long and it had a black and brown body. Its long, hairy legs had red and orange stripes running along them. It sat on Evelyn's palm, unmoving. It was obviously very familiar to her touch. _

_She held it out to her uncle. "Do you want to hold him?" she asked._

_Otto visibly shuddered, and he backed away several steps. On closer inspection, she noticed that his hands were shaking. "__**No.**__ Just put that… thing away," he said, raw fear coming through in his voice. _

"_Alright, alright!" Evelyn said lightly, placing Hawkeye back into his terrarium. "There's no need to be afraid, you know. He won't bite unless he is provoked." Her uncle said nothing in reply._

_After a long, awkward pause, Evelyn finally said, "So, can I take them with me, Uncle Otto? I promise to take care of them." _

_He said nothing for a moment. Finally, he growled, "As long as you take care of it, you can keep the rabbit. But I don't want to clean up after it. The spider goes."_

"_Aw, Uncle Otto! Come on! I—"_

_He cut her off. "No. Get rid of the spider, or I will. And I really don't think you want me to have to take care of it." _

_Without waiting for Evelyn to reply, he stomped off, slamming the bedroom door loudly behind him._

Evelyn was so caught up in her memories and her work at hand (fixing the laptop) that she didn't even notice Otto come into the room.

"I didn't know you wore glasses," he said, startling Evelyn and making her drop the screwdriver she was holding.

Evelyn put herself together and pretended he hadn't just scared the heck out of her, looking up curiously and touching her glasses. "Oh, yeah. I usually wear contacts, but I lost them."

Otto picked up the screwdriver Evelyn had dropped and set it on the table. He picked up a circuit board, turning it over in his hand. "I'm glad you're continuing to work on that," he said, referring to the laptop. "How are you coming along with it?"

"Well, alright, I suppose. It's pretty difficult." She absentmindedly flipped through her library book, _Computer Repair for Dummies_. "The hard drive is pretty damaged. I don't know how much I'll be able to recover, if I can recover anything at all."

Evelyn could tell her uncle was agitated by this news, though he didn't show it. "Just salvage what you can," was all he said.

She began to put her tools away. "Do you have any homework?" he asked.

"Some," Evelyn admitted. "Nothing I can't do over the weekend."

"Just get it finished by Monday morning," her uncle told her sternly. He checked his watch. "Oh, it looks like I'm late for work." Otto headed for the door, snatching up his low-brimmed hat and jamming it on his head.

"But what about dinner?" Evelyn protested. "I haven't made anything yet!"

"I'll be fine," he insisted adamantly. "You can fix something for yourself, can't you?"

She gave him a resigned look. "Yeah, I guess."

He nodded. "Alright, then. Don't stay up too late." Otto slipped out the door, closing it behind him.

Evelyn sighed softly. She put the damaged laptop and her tools away, clearing the kitchen table. Then she went over and opened a food cupboard with a loud creaking sound. Evelyn noted that they were running low on food; they would have to go shopping soon.

Or, rather, _she_ would have to go shopping. Otto always had her go shopping for groceries; he would give her a list and some money and she would go buy everything they needed. She had often asked him why he couldn't go with her, and he told her that he had agoraphobia and he just didn't like crowds.

But Evelyn thought there was more to it than that.

She reached into the back of the cupboard and took out a box of macaroni and cheese. Looked like she was cooking _again_… She grabbed a can of vegetables and the rusted can opener. She usually always cooked and resented it. Of course, the one time Otto had tried to make breakfast, he had nearly set the apartment on fire, but that was beside the point.

Evelyn missed living with her father. He made dinner every night, and they had always had dinner together.

Like she usually did, Evelyn would fix a plate for Otto and leave it in the refrigerator, where it would always be gone by morning. He would usually thank her or politely comment the next day at breakfast.

Once again, Evelyn couldn't help thinking how different this was from the way she had been living only two months before. That being said, her father had been sick for a long time and they had spent less and less time together as his health failed, but still…

Living with Uncle Otto was just plain weird.

Otto Octavius once again found himself wandering the back alleys of Manhattan. He did this quite often now since Evelyn had moved in with him, under the excuse that he had to go to "work." Otto _did_ work—sort of. If you could call criminal activities "work," which most criminals in Manhattan did.

Once again, he found himself asking _why_ he was doing this. And found, once again, he really didn't have a clear-cut answer.

But that didn't make raising the girl any easier.

For one thing, she was just too damn nosy for her own good. Especially about him… And he also had no idea on how to punish her for some of the things she did. For example…

_He stared at the cheap pack of cigarettes and lighter on the table, knowing that they weren't his. He didn't smoke; it was a nasty habit he had quit long ago._

_Then who…? Of course. Evelyn._

_He stomped over to the girl's bedroom door. He had cleaned out the walk-in closet for Evelyn's use, putting his bed into his "office." It made Otto's living space even more cluttered, but he didn't mind at all. This run-down apartment was quite upscale to him, compared to the way he had been living for years. He could tell Evelyn didn't like it, but he didn't care. This place was good enough for him, and that was all that mattered._

_He banged on the door, which the girl had decorated with garish signs and pictures. "EVELYN!"_

_She opened the door and atrocious music came blasting out of the room. "What is it, Uncle Otto?"she asked._

"_First of all, turn off that ridiculous noise."_

_After she had complied, he led her into the kitchen. "What is the meaning of this?"_

"_Oh, hey, I didn't know you smoked! Why are you showing me this?"_

"_Don't play stupid with me, Evelyn. They're yours, and you know it."_

"_Okay, fine. They're mine, okay?" Evelyn admitted._

_Otto crushed the pack of cigarette with his fist. "I don't want you smoking, understand? If I see or even smell cigarette smoke… There will be hell to pay."_

Looking back, he supposed that had been a good way to handle the situation. But he didn't know everything, and he knew it.

He couldn't help thinking that he needed to reveal himself to the girl; and soon. How the hell would he go about it, though? Perhaps the best way to do it would just be to take his coat off (acting like there was nothing out of the ordinary, of course). But even then, he wasn't sure of her reaction. She would more than likely freak out like a teenager (well, she _was_ a teenager)…

_Hmmm, what to do, what to do…_ Doc Ock was so deep in concentration that he didn't even notice as he turned the corner that someone was in front of him. He crashed into the person, stumbling and almost falling on his ass; but luckily his arms snaked out and held him steady. He looked up and found himself staring at Adrian Toomes, who did not look happy.

"Oh, hello, Adrian," he said nonchalantly, hoping he hadn't seriously hurt the Vulture.

The other super criminal got up from the ground and glared at Otto. "What the hell was that about?" he snarled.

Otto brushed the dirt off of his trench coat. "I apologize," he said coldly. "It's not very often I encounter someone in these back alleyways."

"Yeah, well, be careful next time."

Doc Ock rolled his eyes behind his sunglasses. "Yes, well… How did you fare at the laboratories, Adrian?"

The criminal known as the Vulture shrugged. "Pretty good, actually. Managed to get what I needed and make a quick escape." He pointed a gnarly finger at Ock. "Heard that Sandman had to save your sorry ass." He snickered.

Ock raised his eyebrows. "Adrian, shall I mention the last time _you_ fought Spider-Man? If I remember correctly, he made a complete laughingstock of you before he—"

"Okay, okay, Otto, I get it, alright?" Vulture grumbled.

"I thought so. I will not be laughed at by my own comrades." He slipped his tentacles back into his coat and tipped his hat politely. "Good evening, Adrian."

"Wait, Otto…"

He turned around. "What is it?"

The Vulture looked up at him, a little fear evident in his voice and body language. "Uh, mind helping a fellow criminal out?"

"Perhaps. What is it that you want me to do for you?"

"Uh, well, my place was recently compromised—that is, the Kingpin took it over. So I was wondering, if, uh, maybe I could stay at your place. I hear you live in, uh, a warehouse by the docks?"

"_You_ want to move in with _me_," Ock stated, trying very hard to keep composed and not laugh in the Vulture's face.

Adrian Toomes wrung his hands nervously. "Yeah, at least for a little while. I know you are a bit of a loner, but…"

Ock didn't answer for a minute. Finally, he said, "Normally, I would consider such a proposition. But I am actually renting out an apartment, and I am sure my landlord would not appreciate having a…buzzard move in with me. As it was, I had to do some _convincing_ to keep him quiet."

The Vulture scoffed, insulted. "I am no 'buzzard,'" he said indignantly. "You should be talking, Otto. You're just a six-armed freak who—"

He was cut off as a metallic arm pinned him to the brick wall. Adrian's Toomes hands desperately tried to pry the tentacle off his chest, but with little success.

"Despite the fact that I am a 'six-armed _freak_,'" Ock hissed, "allow me to remind you that I am _much_ more powerful than you."

"Gack! Let—let me go, I can't breathe—!"

"I'm not finished. Furthermore," he continued, "if we are _ever _going to best the so-called heroes, we cannot fight among ourselves like children. Myself included." He released his grip on his fellow criminal; Vulture, who had been turning blue from lack of oxygen, collapsed to the ground. Ock watched stoically as he slowly got up from the pavement, not offering to help him up. "Now, why the hell did you have to go and do that," the Vulture gasped.

"Simply to prove a point, my friend," Ock replied. Once again, he slipped his tentacles underneath his coat and was about to leave when all of the color drained from the Vulture's face. "Ohh, shit…" the other villain croaked as Spider-Man landed right in front of the two villains.

"Doc Ock and Vulture!" he said jovially. "Wonders never cease to amaze me. How are you boys doing?"

"Shut the hell up, Spider-Man," Doc Ock growled.

"Ooh, smart words, Doc," Spidey jibed. "Well, Sandy isn't here to save you this time!" He assumed a fighting stance.

Otto heard thunder rumbling in the distance. Looking up, a raindrop splashed on his sunglasses, followed by a multitude more. He looked at Spider-Man and the Vulture stoically. "I apologize, but I believe I am going to have to take a 'rain' check," he said, surprising himself at his own attempt at a humorous quip. "Next time, perhaps?"

And with that, Doc Ock turned around and scaled the building behind him, returning home in the torrential downpour.

Several minutes later, he was putting his soaked coat on a hook in his room to dry. He mentally chided himself. What had he been thinking, letting the Vulture get to him like that? He should know better. But none of that really mattered, anyway.

_Well, tomorrow is the day_, he thought, trying not to think about what the Vulture had said (the part about the fact that he was a six-armed _freak_). He would have Evelyn go shopping for him tomorrow; and when she returned, he would finally be ready for her.

Ready to finally tell her the truth; that nothing was as it seemed.

**Author's Note: I looked back on this carefully written chapter and discovered that **_**nothing**_** really happened. I hope you are all not too disappointed, but the **_**real **_**action is reserved for the next chapter, where Doc Ock discovers that things don't always go as planned…**

**Thank you for reading, and please do review; I greatly appreciate feedback!**


	6. Truth

**Chapter 5—Truth**

**Author's Note: Like I said at the end of the last chapter, there is going to be a bit more action here… Enjoy…!**

The following morning found a very exhausted Doctor Otto Octavius getting dressed in his room, the shades closed and the lights off.

He stifled a yawn as he pulled on a clean white tank top. He had spent most of the night pacing the apartment, restless and nervous about today.

Otto gave a small exclamation of pain as his metallic arms adjusted themselves and slipped into the four neat holes he had cut into the fabric. He had cut up all of his shirts as such; it was either that or have the arms tear them up themselves; and he had ruined so many shirts that way… Thank God he took all the laundry to the Laundromat himself… He had no idea how he would have explained the obviously intentionally cut holes to Evelyn.

Otto winced again as he put his tan trench coat over the tank top, the only piece of clothing that would hide them efficiently. They always caused him constant pain; but he was used to it. He didn't use painkillers, preferring to deal with it on his own. He didn't need to become an addict on top of everything else.

The scientist picked up his prescription sunglasses and put them on. He had been severely near-sighted for most of his life. The accident had damaged his eyes further, making them extremely sensitive to light.

He opened the shades, allowing the light to shine through. He was ready now; ready for today.

Otto picked up the two lists he had written the night before and turned to leave; but catching a glimpse of himself in the mirror, he sighed and put them down. He picked up the comb from his dresser and ran it haphazardly through his hair. He had always been… teased about his hair; most notably Spider-Man, who always enjoyed taunting and jibing him while they fought.

As if fighting Spider-Man wasn't difficult enough. Despite the fact that he had four extra appendages which doubled as deadly weapons, the Spider usually managed to… best him in some way.

He was constantly frustrated by this fact.

Otto picked up the two lists and walked into the kitchen, where he assumed his niece was eating breakfast.

Instead, he was greeted by obnoxious chemical fumes and a cheery "good morning" from Evelyn, who was sitting at the kitchen table, doing something with her hands. Several small, colored bottles stood on the table; Evelyn was using one of them on her fingernails.

Of course. Nail polish. Otto picked up one of the bottles, examining it. He had heard of such vanities, of course; but he didn't know about the noxious chemical fumes such products produced.

He coughed violently, reading the ingredients on the label. Ethyl Acetate, Acetyl Tributyl Cirate, Stearalkonium Hectorite… Good God, this was a chemist's list of ingredients…!

He put the bottle down, disgusted. _The price fools pay for beauty_, he thought.

Evelyn must have seen the look on his face, because she smiled and said, "Sorry, Uncle Otto. Hope the fumes don't bother you too much."

She capped the bottle of nail polish she had been using. "I'm done anyway," she noted happily, waving her fingers in front of her uncle.

She had painted them a brilliant green, Otto's favorite color. He grudgingly admitted to himself that it looked good on his niece, complementing the green shirt she was wearing.

Evelyn looked a lot like him, he mused. Same color hair, same color eyes… She was short like him as well, though she must have gotten her slim, petite build from her mother…

Otto mentally shook his head to clear his thoughts. He was getting sidetracked…

He set the two lists on the table. "Hope you don't mind going shopping today, Evelyn," he stated.

Evelyn picked up the lists gingerly, as her fingernails were still drying.

"Damn, Otto," she said, squinting at the grocery list. "Your handwriting is a bitch to read."

"Language, Evelyn," Otto warned sternly.

"Sorry, Uncle Otto," she said without looking up. Evelyn continued reading, beginning to glance at the second slip of paper; what Otto called his "project list."

Her eyes widened. "What the f—" she said, catching herself before she uttered the said profanity.

"What the _heck_," she exclaimed instead, "is all of _this _stuff? Safety goggles, WD-40, reciprocating saw, pipes…"

She squinted at the list again. "An arc welder?" Evelyn looked at her uncle. "Where am I going to find all of this stuff? And what, exactly, are you going to do with it?"

"I am sure you would be able to find all of those things at a hardware store or an automotive shop," Otto retorted. "And it is just for a project."

"What kind of project would you need a reciprocating saw for? And besides, I'm no tool person. I don't even know what an arc welder _looks_ like."

Otto sighed. "Fine," he said resignedly. "I'll go with you; just this once, mind you." He picked up the keys and gave them to her. "You can start up the van, but I am driving this time."

So the super criminal and his niece went shopping. As Otto had expected, Evelyn got bored quickly. She impatiently tapped her foot as her uncle examined some blowtorches. "Come on, Uncle Otto…" she wheedled. "Are we done here yet?"

"Actually, yes," he said. They walked out of the store, heading towards their van in the parking lot. It was a non-descript van Otto had recently acquired; perfect for his needs.

When he saw the Rhino trying to break into his van, however, Otto knew there was going to be trouble.

"Who is _that_?" Evelyn said, raw fear creeping into her voice. "And why is he trying to break into our van?"

Otto looked at Rhino, and then back at Evelyn. "That would be the Rhino," he told her. "One of those so-called 'super-criminals.' And one of the stupidest, as well."

"Maybe we should just leave," Evelyn said, frightened. "He's kind of intimidating."

Her uncle shook his head. "No." He shoved the shopping bags into her arms. "I'll take care of him. You wait here."

"But—Uncle Otto, wait! You couldn't possibly—"

"I _said_ to wait here," he said threateningly. "I'll take care of it. Whatever happens, don't interfere." Without another word, he stormed off to confront the Rhino.

The Rhino, also known as Aleksei Sytsevich, looked as though he was through with trying to bust the locks and ready to rip the door off the van by the time Otto approached him.

"Good afternoon, Alex," he said in the calmest tone he could manage.

The brawny criminal turned around and seemed a little shocked to see Doctor Octopus standing there. "Hullo, Otto," he grunted. "Whatcha doin' here?"

"I was about to ask the same of you, actually."

"Me?" Rhino asked stupidly. The other nodded. "Well, what does it look like I'm doing, Otto?" He chuckled. "I'm stealing some poor motherf***r's van."

Otto stepped closer to Rhino and said menacingly, "Tell me, Alex. Do I look like a 'poor motherf***r' to you?"

Some of the color drained from the criminal's face. "This is _your_ van?" he asked, pointing to the vehicle.

"What do you think?" Otto narrowed his eyes. "Get away from my van and get the hell out of my sight, 'Rhino.'"

Fear flashed across the villain's face, only to be quickly replaced by his usual cocky stance. "Well, you know what, Ock? Maybe I don't wanna leave. And maybe I've been lookin' to beat up some weak-assed freak like you."

"You don't have enough brains to fill a thimble, Rhino. Otherwise you wouldn't resort to picking a fight with me."

"That's it!" Rhino roared. "You are going to get plowed, Octopus!" Without a warning, Rhino charged at him. Otto managed to dodge his blow by diving out of the way and rolling to the side. Now that he was on the ground and therefore vulnerable, Rhino took his meaty hands and grabbed Otto's throat. "I'm gonna snap your worthless neck in two, Octopus!" he bellowed with rage.

Otto had no choice. It was either die at the hands of the worthless meathead known as Rhino or defend himself in the only way possible. Which meant revealing his identity to Evelyn, who was watching the events unfold in horror.

He decided that his life was more important to him right now, and began fighting using his metallic arms, unfurling from under his coat and getting him off the ground. Otto attempted to use them to lose the steely grip Rhino had on his throat.

Evelyn Octavius watched them fight, the Rhino and Doctor Octopus, the latter of whom was her uncle and guardian. He looked absolutely hideous with those metallic arms coming out of his back, but she could tell he was familiar with them. He used the apparatus almost gracefully, pushing the Rhino away from him with astounding force.

As they continued fighting, Evelyn shook her head in disgust and anger.

She felt betrayed.

**Author's Note: Hope that chapter came out alright. Thanks for reading, and please do review, as I appreciate feedback****.**


	7. Explanations

**Chapter 6—Explanations **

**Author's Note: I have been doing my research (which mostly entails reading old Spider-Man comic books with Doc Ock in them :P) and hopefully you'll be able to see that in this story. I have found that there are many different variations of Doc Ock throughout the many comics I have read. I have tried to create my own version of Doc Ock. Allow me to note that this is NOT movie-verse; although you may see some characteristics from the movies (and Ultimate Spider-Man, if you read that). Anyway, I just thought I would note that. If you would like to read a comic that has parallels to this story, read ****Spider-Man: Doctor Octopus—Out of Reach. ****Also note that there have been some minor edits made to the Prologue and Chapter One on the advisement of user SciFiGeekET. So if you want to go back and see what changes I've made, knock yourself out. :) Enjoy this chapter!**

The two supervillains—Doctor Octopus and the Rhino—continued fighting in the parking lot. Unbeknownst to the Rhino, Doc Ock's niece, Evelyn, was crouched behind a car, watching the whole thing.

Evelyn Octavius felt so many things at once. She was almost awed, watching the unique way they were fighting. She felt betrayed by the fact that Otto had kept her in the dark about this whole ordeal. But mostly, she felt terrified. She was afraid now. Afraid of what would happen. Afraid of the future. Afraid of her uncle; and afraid of what he would and could do to her.

Evelyn tried to steady her shaking hands by setting them on the yellow car she was crouching behind. She attempted to calm herself, averting her attention to the fight only a few feet away from her…

Since the two men were far from what could be defined as "normal", they fought…differently. Using his metal tentacles, Doctor Octopus pushed Rhino away from him, gasping for air as the grip on his neck was released. However, Ock only had a few seconds to ready himself before Rhino came at him again. This time, Rhino threw an armor-plated fist at Ock's face. Luckily, he managed to dodge it; ducking out of the way of the other villain's huge armor-plated hand. Otto lunged forward, using his tentacles to attempt to rip off Rhino's armor.

Rhino saw what he was attempting to do and chuckled while dodging Ock's sharp and deadly pincers. "Go ahead and try, Ock," he roared, "but there's no way you can pierce MY armor!"

"We'll see about that," he replied quietly, brow furrowed in concentration. If he was going to defeat Rhino, he was going to have to put all of his concentration into this. Although Otto had his tentacles, Rhino was much bigger and stronger than he was. If Otto allowed the Rhino to get too close… One punch and he would be out cold. And more than likely on his way to Riker's Penitentiary. Again.

Well, Otto just wasn't going to allow that to happen. Putting all his thought and concentration into it, he lunged again, this time successful as he ripped off a long strip of Rhino's 'indestructible' armor.

"What the—? Impossible!" the other super-villain yelled as he looked down and back up at a grinning Doctor Octopus.

"Obviously not," Ock replied smugly.

It was obvious after that how the battle was going to turn out. It was only a few minutes later when Doc Ock was standing over the Rhino, dangling the defeated villain by the scruff of his thick neck with a tentacle. "You should have known better than to pick a fight with me, _fool_," he said, spitting in his face.

Rhino said nothing but swung a fist at Ock's face. Since the physicist wasn't expecting it, he took the blow head-on, his sunglasses flying to the ground, causing him to let go of the Rhino. "Agghhhh! My eyes!" he yelled, clutching his face in agony.

However, although his actual eyes were temporarily blinded, he could still see with the cameras he had outfitted his tentacles with. With one of them, he knocked Rhino out cold before the blundering fool could get away.

That done, Ock crouched on his knees, blindly looking for his glasses. The cameras on his tentacles weren't the most reliable source, as they gave a distorted image (though they were quite useful in fighting Spider-Man and other so-called "superheroes"). He wondered where his niece was. Surely she must have seen the whole thing... Not the way he had really wanted to tell her, but what had happened had happened, and there was nothing he could do to change that.

Otto told himself not to worry. He would look for Evelyn and confront her about all of this. But he had to find his glasses first…

Evelyn peeked out from behind the yellow car. The battle appeared to be over—her uncle was dangling Rhino in the air with one of those creepy tentacles and was cruelly berating the other villain. Then Rhino punched her uncle, sending him reeling back. He dropped the Rhino, but knocked him out with a stray tentacle. The other villain on the ground and out of the running, her uncle fell to his knees and looked (it was hard to tell from Evelyn's distance) as though he was looking for something.

Now was a better time than any to confront her uncle, though a part of Evelyn was terrified. She tried to convince herself that he wouldn't hurt her. He had no reason to.

Didn't he?

Evelyn carefully walked over to where her uncle was kneeling. As she approached him, a metal tentacle whipped out in front of her face, effectively startling her. Evelyn could have _sworn_ that the strange apparatus was…was _staring_ at her. This was unnerving, and she took a few steps back.

"Evelyn?" her uncle asked. "Is that you?" Upon closer inspection, Evelyn noticed that Otto was clutching his face, more notably his eyes. Something must have happened to his eyes…

"Evelyn…" he said again weakly. "Could you…help me with something?"

"Help you with what?" she asked warily. Right now, she really didn't want to help her caretaker with anything.

"My sunglasses…" he mumbled. "They…they should be around here somewhere…"

Evelyn didn't say anything but glanced around. Seeing a glinting object sitting next to a trash can, she picked it up. It was her uncle's sunglasses, their unique lenses lacking any earpieces glinting in the bright sunlight shining through the parking lot. She looked at them, marveling at their design. She Then she walked over to her uncle and put them in his hand. "Here. I found them." she said.

Otto fumbled with them in his hands, almost dropping them before putting them back on his face. He noticed that one of the lenses had been shattered. Not again…

He feebly stood up, using a couple of his tentacles to help him to stand. He realized that he had been beaten quite badly, and blackness clouded the corners of his vision. No, no… he would be fine. He couldn't pass out now, in front of his niece. That just wouldn't do… He forced himself to stay awake, keeping his eyes wide open.

Evelyn looked at him, a little concerned despite herself. He didn't look that good at all. To tell the truth, he looked as though he was about to pass out.

But should she really care? After her uncle had deceived her in such a way? She…she supposed she did. At least a little bit.

"Are you alright?" she found herself asking him, still quite wary. Those tentacles… they seemed to move of their own accord, swaying about their master uneasily as he stood up. "I'll… I'll be fine," he rasped. He coughed, spitting blood onto the pavement. "So… so now you know," he said, looking at her. He noticed the fear in her eyes, but there was a greater emotion hidden there.

Anger. Pure rage. Otto could see why she would be angry, but he had thought she would have been more afraid of him than infuriated. After all, he was a feared man. Why would his niece be any different? Truly, he had expected her to scream and run away by now.

But Evelyn, despite his first impression of her, was a defiant girl.

He was soon to discover how defiant she truly was.

She stepped back a little, still afraid of him. "You… you don't have to be afraid," he consoled. "I won't hurt you."

Evelyn didn't know whether he would hurt her or not, but she really didn't care. She thought… she thought her uncle had _cared_ about her. Now, she didn't even know what to think… What was his plan for her? And was she even _related _to him?Before she even knew what she was doing, Evelyn stepped forward and slapped Doc Ock as hard as she could. "YOU!" she yelled. "How dare you."

Otto reeled back, surprised at the girl's action. He touched his stinging cheek. How… how _dare_ she do such a thing to him! He commanded one of his tentacles to thrash her, but just before the tentacle reached her…

He stopped.

Evelyn stared at the metal pincer, only inches away from her face. She took a step back, looking at her uncle quizzically. What was going on here? What was on his mind?

Otto commanded the tentacle to stop just before it reached her. What was he doing? If he hurt her, he was showing her how cruel he truly was. Perhaps… Perhaps the right way to go about this was not violence. Maybe… maybe… he should show the girl mercy.

He pulled the tentacle back, where it hovered behind its master. "Why did you do that?" he whispered slowly. It still hurt him to talk, as Rhino had nearly crushed his windpipe no more than ten minutes earlier.

Evelyn stood there in shock, her hands shaking. He wasn't going to hurt her? As the tentacle pulled back, she realized that he wasn't, and that she was in no immediate danger. But she was still scared to death. And still angry. She said nothing in response to his question, afraid of what she would say; and how he would react to it.

"I asked you a question," he said in a deadly whisper, his tone of voice scaring her. "Why did you do that?"

"B-because," she stammered. "Because you deserved it."

_Brave words_, he thought. Had anyone else said that to him, they would be dead right about now. But it wasn't the girl's fault. She didn't know any better.

Otto sighed, but didn't reply. For once, he had no cruel words to say.

Evelyn opened her mouth to say something else, but was interrupted by the sound of a police siren.

Otto whipped his head towards the sound. That siren was close. Too close.

He stood up straight and looked at Evelyn in the eye. "I know you must have a lot of questions, girl, but right now I give you two choices."

"Wh-what?"

The police siren whined again, even closer this time. "Hear that?" She nodded. "They're coming for me. Either you can come with me, or you can wait for the police and give them a story about how Doctor Octopus captured you and held you against your will for two months."

"But…you didn't do that…"

"Trust me. They'll believe you. Now, are you coming with me or not?" he asked, growing quickly impatient. The police were going to _be_ here any second now…

"Yeah. Yeah, I guess." She began to walk towards the van, but Otto held her back with a human hand.

"No. We don't have enough time for that."

"Then how are we getting back home?"

He didn't answer. There was really no other option left to him. Otto looked at her, and then turned his back to his niece.

"What are you doing?" she asked incredulously.

"Just do as I say. Approach me, and hold onto my shoulders," he instructed.

Evelyn nervously did so, trying to avoid the metallic arms that hovered around him. "Watch the tentacles," he snapped, as she brushed one of them with her sleeve.

"Sorry," she said. She awkwardly gripped her uncle's shoulders. "Do you have a good hold on me?" he asked.

Evelyn nodded. "Good. Now please don't scream, and whatever you do, don't let go of me." With that, Doctor Octopus immediately began to scale the brick building next to him, just as a police car sped around the corner and pulled into the parking lot.

Otto, who was already nearly on the top of the building, looked back at the police car. "That was a close one," he noted.

His niece, who had been utterly surprised by this turn of events, was clinging onto Otto's coat for dear life. She opened her mouth to scream, but remembered what her uncle said and kept her mouth shut. If she wasn't careful, he just might drop her.

They continued across the rooftops, Doctor Octopus vaulting over the spaces between the buildings with precision and ease. He noticed that Evelyn was clinging so tightly she was almost hurting him. "Relax," he told her. "Try to enjoy it." She still clung to him for dear life, not releasing her grip even a little.

The criminal held out a human hand, and she gratefully took it. "There," he grumbled. "Feel a little safer now?"

"Yeah, a little," she mumbled. "You do this all of the time?" she asked.

"Yes, but I don't usually have passengers," he replied.

After several minutes of going across numerous rooftops, they arrived on the roof of their apartment building. Evelyn stepped off of her uncle's shoulders, where she promptly ran to the edge of the building and threw up.

When she was finished, her uncle said, "I apologize. That usually happens with everyone the first time."

Evelyn gave him an incredulous look. "You mean you've let people ride you before?"

Doc Ock raised an eyebrow. "'Ride me'? Girl, do I look like a children's carnival ride to you?"

"No, but…"

He waved a hand. "Don't worry about it. But as an answer to your question, yes, I have."

"Who?"

"Hostages, mostly." He went over to the elevator on the roof. "Ladies first," he said almost politely. He had hidden his tentacles underneath his coat now, and he looked almost normal except for the fact that he looked as though he had recently had a rather nasty beating.

They rode the elevator down to the third floor, and Otto jimmied the lock to their apartment with a driver's license because he had left his keys in the van. In one fluid motion, he took his overcoat off, revealing the tentacles underneath. He sat at the table, and motioned for Evelyn to do the same.

Evelyn slowly, numbly, sank in one of the kitchen chairs. The criminal got up and pulled down the shades, giving the room a darkened, cave-like look. He sat back down, facing his niece. Otto took his sunglasses off and crossed his hands.

"Evelyn. I don't really need to tell you who I really am. The truth is now out, though this wasn't the way I intended for you to find out." He pause a moment. "First, I'll answer any questions you might have. Then," he said, giving her an ambitious look, "we shall discuss your future."

**Author's Note: So I conclude another chapter… Please review; I greatly appreciate feedback. Keep your eyes out for Chapter Seven, which I'll type and upload as soon as I can. Thanks for reading!**


	8. Answers

**Chapter 7—Answers**

**Author's Note: Chapter 7—in which Evelyn gets answers… and Otto has a heart-to-heart talk with Spider-Man (Well, kind of...) Enjoy…!**

The infamous villain known throughout Manhattan (and the whole country, for that matter) as Doctor Octopus stared at his niece across the kitchen table. "So. Your questions," he said bluntly. "Go ahead and ask me."

"I can ask you anything?" Evelyn asked nervously.

"Anything."

"Are we even related?"

As a reply, he grabbed her wrist with his hand, very nearly hurting her as he gripped her tightly. Startled, she attempted to break free, but he held her fast. _He's stronger than he looks, _she thought nervously.

"Look at me, Evelyn," he growled. "Do you really think I would have fought for full custody of you if you _weren't _related to me? Do you really think I would have gone through all of that trouble?"

"Uh, I don't know; I—uh—" she stammered.

He pulled her close to her, so that her face was only inches away from his. "You've got Octavius blood running through your veins, girl. I thought you deserved a second chance."

Evelyn scoffed. "A second chance? I don't see what kind of 'second chance' you thought you could give me, Otto. Being the most wanted criminal in the country makes that a little hard, doesn't it?"

"You don't understand. I told your father I would take care of you when he died." He gave her an indifferent look. "And before you even ask, I don't even think he knew. We grew apart over something else entirely."

Evelyn didn't say anything, and that was a cue for Otto to continue. "Just because you don't want to believe it, doesn't mean it's not true. You _are _my niece, Evelyn. You'll just have to accept that." He looked down at the floor. "You are the last Octavius; and the last living family I have." His head snapped back up, and the determined scowl on his face had returned. "Any other questions?"

"Actually, yeah. How do those arms of yours work?"

Otto was liking this girl more and more. Not only did she have spite and ambition to rival his, she also was extremely curious. He liked her curiosity.

He had to admit she was growing on him. Despite the fact that his initial impression of Evelyn was that she was a rich, stuck up brat who was exactly like her father in every way, his opinion of her was changing all the time.

As a reply to her question, he raised his eyebrows in surprise. "Are you sure you want to?" he asked.

His niece nodded eagerly. "Show me how those things work. They're kind of creepy, but they're really amazing. Is it true that you built them yourself?"

Otto smiled. "Indeed I did, Evelyn," he replied proudly. "If you'll give me a minute...?" With some difficulty, he took off his white tank top, revealing the harness that was permanently fused to his spine. He motioned for Evelyn to come closer. "Come on, don't be shy now. You can look."

Evelyn nervously approached her uncle, looking at the harness itself, which wound around his chest. It was a very intricate-looking device, with clasps for where one would remove it and put it on. "Can't you take them off?" she asked.

He shook his head. "Unfortunately, no. Believe me, they tried to..." The super villain gave his niece a malicious grin. "They stopped when they found out that removing it could kill me. I don't think they wanted any messy lawsuits on their hands."

Otto turned his head, looking behind him. "If you look at my back, where the actuators are, you'll see why I can't ever remove it."

Curious, his niece went behind him and glanced at his actual back, where the tentacles weaved around him almost nervously. Without a spoken word from their master, they stopped moving, allowing her to get a closer look.

What she saw made her gasp involuntarily. Man and machine had truly become one here; scar tissue had formed at the points where the harness had melded onto the skin, and she could tell where the harness ended and the skin began only because the apparatus was made out of some kind of metal. "What is this made of?" she asked, reaching out to touch it.

"Titanium," he answered from behind her. "At the time, it was the strongest metal out there. Not so nowadays."

He gasped as her fingers brushed against his bare skin. It had been so long since someone had touched him (doctors and surgeons hoping for a chance at fame did not count) that he had almost forgotten what it had felt like. He almost recoiled at her touch, shuddering a little. Startled, Evelyn pulled her hand back. "Sorry," she said softly.

"It's quite alright," he replied. "You have a right to be curious. Curiosity is what created most of humanity's greatest inventions." He looked away from her before saying, "I'm just not used to being touched by anyone."

Evelyn decided to break the awkwardness by asking another question. "How much do they weigh, exactly? They must be pretty heavy."

"They weigh around two hundred and fifty pounds," he replied, grimacing. "They used to weigh around three hundred pounds, but I made them a little more... lightweight."

Evelyn's eyes widened. "Wow..." she said. She frowned a little. "I bet they hurt you all the time, don't they?"

Otto stared at the floor. "As a matter of fact, they _do_ hurt a lot," he admitted. "They're killing me right about now," he added, still staring at the floor. He was almost embarrassed to admit it to her, but it was true; and after all, he wouldn't be keeping any secrets from her any longer.

His curious niece looked up at the actuators themselves with almost splendid awe. Granted, she was still angry at her uncle – her very own uncle – for deceiving her, but she put her hurt feelings aside for the moment. She also put aside the fact that he was a wanted criminal mastermind. Despite that he was a criminal, he was also a _genius_. These arms were incredible! She reached up a hand towards them. "Can I touch them?" she asked eagerly.

Otto shrugged. "Sure," he said.

Evelyn ran a hand along one of the tentacles, surprised that the metal was cool to the touch. The tentacle in question nearly recoiled at first, but then it acted almost friendly to her, moving as though it enjoyed her touch. After she removed her hand, the tentacle raised up; startled, she moved back. But she found out a second later that it had no malicious intent; it clicked and made almost a chirping type of sound as the pincer nuzzled against her face affectionately.

"They like you," her uncle noted, his back still to her. "Quite an interesting turn of events. When we first met, they were bent on killing you."

Confusion stole over Evelyn's face as she backed up against a wall in fear. "I don't understand," she said, frightened.

"Allow me to explain," Otto replied. He sat down at the kitchen table, and Evelyn did the same. He gave her a reassuring smile before beginning to speak. "You see, in order to make these arms work, I had to delve a little into the field of robotics. Without artificial intelligence, they wouldn't have worked at all." He paused a moment. "So I gave them some AI." Noticing the terrified look on her face, he gave her another reassuring smile. "Don't worry. I have them completely under my control. They won't hurt you, even if they wanted to. Besides, like I just said, they like you now. They'll protect you."

"Are you sure they won't hurt me?" she asked, not one bit less frightened than she was before.

"Positive."

Seeing the disbelief on Evelyn's face, he frowned. "I wouldn't lie to you, girl."

Her skeptic look only intensified. "Yeah. Right. You already have."

"I didn't lie to you," he said defensively. "I just kept some things from you. You weren't ready yet."

"Some people would argue that that _is_ lying," she replied huffily. "Why should I even believe a word of what you say? For all I know, you just want to use me for something."

"That's not the truth at all, but believe what you want." Otto looked out the window. "I need to go back and get the van. It has our groceries in it." He gave her a stern look. "But before I go, I need to ask you something."

"Ask away," she muttered, running her hands through her hair in exasperation.

"I need to know if you want to stay here or not. The police are always an option, though I'd like it if you didn't get me arrested by giving away where we live. The choice is yours; and if you choose to stay, we need to have a long talk."

Evelyn didn't say anything, fidgeting with her hair and blatantly ignoring him.

"Well?"

"Fine," she mumbled. "I'm staying here. But that doesn't mean I'm going to like it."

"I didn't say you had to." He put his shirt and coat on and turned to leave. "I'll be back soon," he said, before the front door closed shut.

Evelyn stared at the table and thought about what she knew about Doctor Octopus.

Doc Ock was well known throughout the country as the man who frequently terrorized Manhattan and the surrounding area; he could only be stopped by a masked superhero, more often than not Spider-Man, although he had fought the Fantastic Four, Captain America, and other superheroes a few times. He was relentless and showed no mercy towards those who got in his way; often killing them or scarring them for life. His four mechanical arms made those who stood against him powerless, and he was often referred to as Spider-Man's greatest foe, even defeating Spidey himself more than once.

Then Evelyn thought about her uncle, the person she had been living with for two months, unaware of his criminal activities and his past. Uncle Otto had been stoic and mostly kept to himself, usually leaving her to her own devices. Once in awhile he would help her with her homework and sometimes they would play a board game or eat dinner together, but that was only about once or twice a week. Even so, Evelyn had gleaned from this that Uncle Otto was a bit of a workaholic, he liked to read (a lot; when he wasn't holed away in his room, he was in the living room reading), and that he had a bit of a sardonic sense of humor.

She also felt that he cared about her. A lot, in fact. It was though he felt obligated to protect her, somehow.

But now, Evelyn was torn from what she had known and what she had just learned. _Maybe_ _he's just misunderstood,_ she thought. _No way!_ the sensible side of her mind argued. _He just wants you to work with him as a criminal. There's no way that's happening._

She sighed, drumming her fingers across the surface of the table. She would stay, she ultimately decided. She would stay and see what Otto had planned.

Meanwhile, Otto had arrived back to the hardware store parking lot, looking down upon it from a rooftop. It was quite empty except for the occasional spatter of blood on the pavement, probably both his and Rhino's.

Unfortunately, the van was also missing.

Damn. Two getaway vehicles in just as many weeks. He would have to be more careful.

And on top of that, their groceries and his equipment and tools were still in that van! Oh, hell. Now what to do?

Otto put a hand to his forehead. He was surprised he was still standing; all of that fighting with Rhino and all of that drama with Evelyn had really worn him down. He had a splitting headache, and on top of that, he was just so damn exhausted.

Doc Ock sat down on the edge of the rooftop. The loss of the van was bad news, indeed. And yet... he felt he needed to be... nice to Evelyn, somehow. The poor girl was probably at home crying her eyes out.

Or something like that.

He wracked his brain for something nice he could do for her, and found it difficult. He had given up trying to be kind to people long ago—what was the point, when he would always be ridiculed and feared, chased by police and superheroes alike? It didn't matter. His fate was already sealed; being nice wasn't going to change anything; if at all, it usually made the situation worse.

But Evelyn was different. She was the daughter he never had; the protégé he had always yearned for.

He hated to admit it, but she was his chance to prove himself.

"Heya, Doc! Enjoying the view?"

Otto didn't even turn his head. "Go away, Spider-Man," he said flatly. "I am in no mood to deal with you today."

"Geez, Ocky, are you sure you're alright? You're usually always up for a head-bashing. You've avoided me twice in the past two days. There must be something seriously wrong! Did you hit your head?"

The super-villain said nothing. He really wasn't in the mood to listen to Spider-Man's sarcastic and witty comments. Otto turned his head to glance at the wall-crawler. Sure enough, the pesky superhero was sitting next to him, hands cupped in his chin in an almost wistful expression. Spider-Man turned to look at his enemy. "Don't you ever get sick of it?"

"Sick of what?"

"I don't know... Being the bad guy...? Ever get sick of all of that fighting? All of that being chased down? All of the failure?"

Spider-Man's words echoed in his head. 'Being the bad guy…..?' _Did_ he ever get sick of it? He closed his eyes and thought about that question. Yes, he supposed he did. Was it ever too much to ask to lead a normal life…? To be what was defined as a least a little normal? Yes, he did get sick of it. Sometimes, he wished nothing more to be a college student again, unfettered by difficulties other than his work and friends... Friends…Something he no longer had. It was surely going to be hard to make friends if everyone knew who you were and feared and hated you. Solitude was nice, but he desired social interaction just like the next man.

But he told none of this to Spider-Man, and resented the superhero for saying such things.

He wrapped his coat around him, turning and glaring at his long time foe. "Don't you have anything better to do than harass and insult me at every turn?" he retorted, hurt by his comment.

Spider-Man shrugged. "Hey, it's just my job."

Otto laughed. "It's your job to bother me all of the time?"

"Yup. It's my job to protect the city when you decide to get out of hand."

"It's not a job," the super-villain replied. "It's just what you think is your half-baked _obligation_ to fight freaks and criminals such as me all of the time." He gave the wall-crawler a dirty look. "You must not have too much of a life, Spider-Man."

The red-and-blue clad superhero held up his hands in mock defeat, shrugging nonchalantly. "You know, Otto, you're half right."

He raised his eyebrows. "Am I? My goodness, am I _actually _right for once?"

Spider-Man nodded. "Yup, you sure are. What we both do isn't a job." He shot out a web from out of his wrist. "It's a choice." The webbing caught on to a rooftop across the street, and he swung away, leaving the super-villain sitting on the rooftop. Spider-Man... Only God knew why Otto never killed him when he got the chance to.

The super-villain stood up and began to navigate the rooftops, deciding to take a little detour before he went home to his niece...

About a half an hour later, Evelyn heard the front door open and she picked her head up from off of the table as she watched Otto stride in carrying—wait, was that a...?

He set the box down on the table almost proudly. Yep, that was a pizza box.

"I didn't know what you would like, so I got a little of both," he said.

Evelyn opened the pizza box and noted that it was half cheese and half pepperoni. It sure did smell good...

Otto set down another package and a couple of cans of soda down on the table as well. "Probably not very good for you, but..." he chuckled.

Evelyn closed the pizza box and picked up the package, staring at it incredulously. "You like Oreos...?" she said, giving him an suspicious look.

"Yes, I do," he admitted. He gave her an almost accusing glare. "What's wrong with that?"

"Nothing," Evelyn replied. "It's just...weird, that's all."

Otto shrugged. "_I_ don't find it weird, but that's just me." He took off his coat and shirt nonchalantly and went over to the kitchen cupboards. "Where are the paper plates?" he asked.

His niece took a bite out of a slice of pizza. "I dunno," she said. "They should be around here somewheres."

Doc Ock found the paper plates and set a couple on the table. "Eat over the plate," he advised her sternly.

Evelyn smiled and moved the paper plate underneath her pizza. She suddenly noticed something on Otto's arm. "Is that a tattoo?" she asked him.

He conspicuously covered the arm with his free hand. "It's nothing," he replied hastily. "Nothing at all."

"No, seriously!" she insisted. "What is it?"

Otto sighed. "Do you really want to know?" Damn, this girl was persistent.

"Yeah, of course I do."

He set his piece of pizza down and showed her his arm.

At first glance, it was a simple tattoo of a smiley face—but this was no regular smiley face. This smiley face was wearing a pair of black sunglasses and looked pretty mean as it grinned with obvious malicious intent. Coming out from behind the smiley face were four sinister-looking silver tentacles. The initials O.O. were below the tattoo in blue ink.

"Wow..." Evelyn breathed. "That's really cool!"

Otto grimaced. "Yes, 'very cool,'" he grumbled. "I was ridiculously drunk at the time. It's one of the many things I regret."

"You shouldn't regret it," Evelyn said encouragingly. "It's you."

Doc Ock glanced down at the tattoo indifferently. "Hmmm... I suppose."

They ate in silence, the only sound in the room coming from the rather annoying clicking sound of Otto's tentacles. When they were finished, Doc Ock stood up and began to leave the room.

"Hey, wait just a second!" his niece called out, a little annoyed. "Aren't we going to talk or something?"

He sighed. "I'm sorry, but can that please wait until tomorrow? I need to get some sleep before I pass out from exhaustion."

"Okay," Evelyn said softly. A second later she heard his bedroom door shut and knew she had better not bother him for at least the next few hours.

She stared at the nearly empty pizza box and it dawned on her that he had probably stolen it.

**Author's Note: Well, that's the end of another chapter! Next chapter is when things **_**really **_**get interesting... Otto trains Evelyn in the ways of a criminal... kind of. Please review! I appreciate your feedback.**


	9. PreTraining

**Chapter 8—Pre-Training**

The next day was Sunday. Evelyn usually slept in late on the weekends, and this day was no different. By the time she woke up, the sun was already shining through her threadbare curtains. She yawned as she got up, opening the curtains and staring out into the slums of New York.

Evelyn, still half-asleep, walked into the kitchen with the intent of making some breakfast.

Apparently, her uncle had gotten up before her, because he was sitting at the table, his head buried in a newspaper. The only thing he was wearing was a pair of loose fitting jeans. Obviously he now saw no need to wear something to cover the metallic arms permanently fused to his body. A metallic claw held a cup of coffee and occasionally he would take a sip off of it, picking it up with a human hand before handing it back to the tentacle.

She had forgotten about what had happened yesterday.

Evelyn deliberately ignored him and went over to the cupboard, taking out some utensils to make pancakes with.

"Good morning, Evelyn."

She whipped around and saw that her uncle was peeking out from his newspaper, a small smile tugging at his lips.

Evelyn turned back around, ignoring him. She couldn't believe she was still even here—she most certainly wouldn't be if she had somewhere to go. Anywhere to go. But she didn't, and so she was reluctantly willing to give him a chance.

But that didn't mean she was going to make it easy for Doc Ock.

Evelyn discovered that there was no pancake mix. No english muffins or bagels either.

"I see you're still upset over yesterday." She looked at her uncle again, who had set down the newspaper on the kitchen table. He nodded understandably. "I do understand, but ignoring me is not going to help anything."

She continued to ignore him, searching for something to eat. She came up with a few slices of half-stale bread. Evelyn glared at her uncle accusingly, using this as an excuse to be further irritated at him. "I hope you realize that there's nothing to eat in this f**king hellhole?"

He simply gave her a stern look of indifference. "Please, Evelyn. Your foul language doesn't become you. There are so many more efficient ways to express your anger."

He gestured with one of his hands. "For example, if I was angry at the editors for the Daily Bugle for slandering my name (which they often do), there are several ways I could go about expressing my anger. I could simply call up the chief editor and cuss him out, _or_ I could kidnap and kill one of their reporters. Which do you think would get the message across clearer?"

He saw the look of horror on her face at him mentioning capturing and killing someone and looked at the floor. "Maybe that's not the best example, but..." He looked at her. "Do you see my point?"

"What I _see_ is where we're going to have major issues, Uncle Otto," she replied, exasperated. "You're a criminal. You _kill _people. You kill _innocent_ people." She gave him a disgusted look. "Have you no respect for human life?"

"I am not going to have a discussion on ethics and morals with you, girl."

"Well, it's just kind of hypocritical, isn't it? I mean, you bitch at me about _my _swearing, when you go out and _kill _people on a regular basis!"

Evelyn had obviously hit a nerve. Otto stood up. "If you'll excuse me for a moment," he growled. "I'll be right back. I need to clear my head."

About five minutes later, he came back into the kitchen, looking a little less flustered and wearing a blanket draped around his shoulders. Evelyn stared at it. "Why the blanket?"

"I was cold. The heating system for this place is terrible."

"Well, yeah, but can't you just wear a sweater?" She almost finished the statement with, 'like a normal person?' but she caught herself just in time. He would have definitely hurt her if she had said that.

He frowned. "They don't make clothes for people with four extra limbs, Evelyn."

"Yeah, but you were wearing that tank top yesterday—"

"Because I cut holes in it. Listen, Evelyn," he said, taking a sip of his coffee, "I'd really like it if I wouldn't have to hide them when you're around. You already know, so what's the problem?"

"Well, they, uh..."

"They bother you? 'Creep you out?'"

"Yeah. Yeah, that's about it."

He seemed to consider her statement before saying bluntly, "Well, that's too bad. You better get used to them, because I'm not going to bother covering them anymore. I'm sick and tired of hiding from everyone, and that includes you."

Evelyn was surprised by the last sentence of his statement. So what he was doing was admitting his crimes and asking her just to accept everything? Figures...

He held up his hands in defeat. "You know who I am and what I've done. All that I ask is that you take me as I am. I'm trying, which is more than you can say for your mother's side of the family."

"You leave them out of this!" she shouted. They had refused to take care of her under any circumstance whatsoever, even willing to give her up to the state. Uncle Otto had been the only one willing to take her in and accept the role of legal guardian. She had been very grateful for this.

Of course, the fact that her uncle was actually the maniacal mad scientist known as Doctor Octopus kind of changed everything.

He made a hand gesture as if to say she knew he was right. "Well... it's the truth. There's no sense in denying it." She said nothing in reply, frowning and turning away.

Otto took off his sunglasses and looked her in the eyes. Their brown eyes locked as the super villain tried to explain what he couldn't say in words. He sighed. "Maybe this was a bad idea."

"Maybe, but that doesn't change much, does it?" Evelyn shot back.

"No... I suppose it doesn't."

"So, what's the deal?" Evelyn asked. "Am I still going to go to school and everything?"

"Yes," her uncle said firmly. "School is your top priority right now, girl. Education isn't something to be taken lightly. Don't ever throw it away."

She nodded.

"Now that that is settled, it brings us to the most important issue, which is—"

She cut him off. "Oh, no. Oh, no, no, no." She shook her head vehemently. "I am _not_ going to work with you on whatever horrible, terrible, and _evil_ things you do. So do NOT even think about asking me!"

Otto scoffed. "What I do is not terrible, horrible, _or_ evil, but you are entitled to your own opinion."

Her uncle stood up. "Even so, the fact that you know who I am puts you in danger. There are many who would love nothing better than to hurt or kill you to get to me."

Evelyn said nothing. She hadn't thought of that.

"Thus, you shall have to learn skills that I shall teach you. How to defend yourself. Stealth. The fine art of manipulation. Etcetera." He saw the look on her face and frowned. "You have to learn these skills if you want to stay with me, Evelyn. It's for your own protection." Otto turned and looked out the window. "Think what you like about me, but I truly do not want to see you dead."

Evelyn, who was still sitting at the table, sighed. "I guess I have to learn, huh?"

He nodded. "Yes, you do. I _can _protect you to some extent, but it would be comforting to know that you can take care of yourself as well."

She got up and opened the refrigerator, staring into the emptiness of it. "So when does this 'training' of yours begin?"

"Today, if you'd like. There's no rush, but I would like to teach you sometime this week." He peeked over her shoulder into the fridge. "But I need to go shopping first."

"Um, yeah. About that." Evelyn faced her uncle, one hand on her hip. "I thought we went shopping yesterday?"

Otto sighed. He had known this was coming... "The vehicle was stolen," he admitted. "Or towed by the police. Either way, our groceries are gone."

She shook her head. "Sheesh. For a super-villain, I was thinking you'd do better than _that_."

He raised an eyebrow. "Everyone makes mistakes, Evelyn. Even _super-villains_," he said, glaring at her and spitting out the last word as though it pained him to say it.

Otto began to leave the room. "I'll be leaving momentarily. Is there anything you need?"

"Actually, yeah."

"What do you need?"

She stared at the floor. "Uhm, well..."

"What? Just get on with it and tell me," he said, quickly getting annoyed.

Evelyn looked up and blurted out, "Tampons." She looked extremely humiliated. "I need tampons, okay? I ran out last time and had to borrow some. Do you know how embarrassing that is?"

Otto felt his face turn red with embarrassment. "Oh..."

"You forgot, didn't you? Well, believe it or not, I'm not a guy, Uncle Otto."

"Why didn't you ask me before?"

She stared at him. "Well, kind of obvious, isn't it? It's not something I really felt comfortable talking about."

He nodded. "I apologize. From now on remind me to get your... uhm, toiletries for you. It's not a problem." Otto disappeared into his room for a minute, and then left with his usual attire.

Evelyn was left staring at the table. She traced the grain of the wood with her finger. She wondered what kind of 'skills' Otto was intending on teaching her... And how exactly he intended for her to defend herself...

Three or four hours later, Evelyn was in her room, listening to loud music and just hanging out, looking out the window and thinking. The door was closed, and everything; the music, the posters on her walls, her desk, her stuffed animals… It seemed so surreal now. Nothing seemed real.

Her caretaker was a super-villain. This topped everything bad that could happen to anyone; broken laptops, breaking up with a boyfriend, parent issues…

This was worse than all three put together.

She just didn't understand. Why would this happen to her? First her parents die six months apart from each other… That she would get over eventually. But then she moves in with a mysterious, but friendly enough uncle…

Who is actually the notorious criminal known as Doctor Octopus.

Who is technically a fricking cyborg.

Who was actually, really related to her. She knew he was telling the truth, despite the fact that he was a criminal. After all, she shared the same last name as Otto, and her father had told her himself that this was her "Uncle Otto."

Her Dad would never had lied to her.

Evelyn hugged one of her larger stuffed animals and stared out the window at the surreal-looking clouds. She shook her head in disbelief, upset tears running down her face. She didn't know what to do…

_Rap rap rap rap rap rap rap rap rap rap rap... _

"Huh?" she said aloud. "Who's there?" she called loudly, hopping off the bed and subconciously wiping the tears off of her face.

The person on the other side of the bedroom door said nothing, but her door opened seemingly by itself. She ran to her doorway. "Hello?"

Evelyn saw a metal, snake-like thing sweep around the corner into the kitchen. _What the…? Oh, _she thought as she saw the man in control of the tentacle sitting at the table, examining a box sitting in front of him.

"Uncle Otto?"

He looked up. "Yes?"

"Please don't do that again."

He shrugged. "I'll try not to." Otto pointed to the shopping bags scattered around the kitchen. "Those are the groceries. I tried to get things I thought you'd like." A pause, and then, "And I got the… uhm, toiletries you requested."

Evelyn began to look through the bags with interest. "If you could put them away, Evelyn…?"

"Yeah, sure." She began putting the groceries away; reaching up and placing items in the worn-out cupboards. "What are you doing?"

"Simply examining the items we shall be using for your 'training,' as you like to call it."

Evelyn, who was standing on a footstool, looked down curiously at what Otto was looking at. Crap. She wasn't wearing her glasses… Instead, she asked, "Ooh, can I see?"

"When you finish putting the groceries away, yes. Not until then."

She grudgingly put the groceries away. She had the last box and was ready to put it in the cupboard. Standing on the stool, she looked at her uncle. Really looked at him. She noticed that his neck was bruised from the fight with Rhino the day before, but she tried to look beyond that.

Who was he? Who was Otto Octavius, really? Was he misunderstood? Was he evil? Or was there something more behind who he presented himself as to the world?

"What are you doing?"

Evelyn snapped out of her reverie. "Huh?"

"Stop staring. It's not only rude, but it breaks my concentration."

"I wasn't staring," she protested.

"Yes, you were. I saw you."

Evelyn said nothing but put away the last grocery item. She approached her uncle warily. "So…" she said. "What's in the box?"

Without a word, he put away the strange metal object he was working on and took out the box. It wasn't really a box more than it was a briefcase, simple and brown, with a sturdy metal handle.

Still not speaking, he fumbled with the clasps a little before opening the briefcase.

Evelyn gasped.

Inside the briefcase was any type of deadly weapon one could think of, with knives, revolvers, pistols, and grenades, just to name a few. Some of the weapons Evelyn recognized. Most, however, she did not. "What is the meaning of this?"

Her uncle rolled his eyes beneath his sunglasses. "If I'm going to teach you how to defend yourself, obviously you're going to have to use weapons of some sort. I can show you some hand-to-hand combat, but you are going to need a weapon or two, girl."

Evelyn said nothing but stared inside the briefcase, awed and horrified at the same time. All these weapons… They killed people. They ended lives and would continue to end lives.

"Choose one, please. Although one of the pistols would not be advisable. We have no reasonable place to shoot it."

She still stared at the mini arsenal inside the suitcase, lost in her thoughts. He waved a hand in front of her face to get her attention. "Hello? Choose a weapon, girl."

Evelyn reached into the case, still in a daze as she took out a small knife. Otto looked it over. "A fine choice," he said. "Small enough to fit in your pocket, yet deadly enough to kill if the circumstances require it."

"I'm still not so sure about this, Uncle Otto…"

He rolled his eyes again. "I thought we went over this already. You need to know how to protect yourself." He saw the nervous and worried look on her face. "I won't hurt you. And I can already protect myself well enough without guns and knives. Trust me, there is no way you will be able to hurt me with that."

Since Evelyn didn't answer, he put his coat on, hiding the tentacles from view. "Come with me, Evelyn. I know of a quiet place where we can practice."

**Author's Note: Well, this is the end of another chapter. More training commences next chapter, and sooner or later you know Spider-Man is going to find out about this, so we'll see how that goes. Please review! Thanks for reading!**


	10. Training

**Chapter 9—Training**

**Author's Note: Thank you for the continuous support of DryBonesReborn, who has liked this story from practically the beginning. Thanks, Bones! And now to the story… In which Evelyn is trained in the fine art of fighting, and Spider-Man shows up to join in on the fun.**

"Where are we going?" Evelyn asked as they walked out the door of their apartment building.

Otto, who was walking a little too quickly for Evelyn's liking, replied, "Oh, to an old, abandoned place. I actually used to live there at one point. As far as I know, it is still neglected as ever... Which is good for us. Less chance of being spotted."

"Oh…"

"You know, we could actually take the rooftops, Evelyn. It would be much faster."

"No; no thanks." She really wasn't in the mood to throw up again.

He shrugged. "Alright. Next time, though, I won't go as fast."

"Incidentally," she asked, "How fast CAN you go doing that?"

He scratched his head, thinking. "…Oh, when I'm using all four of them…? Around… fifty miles an hour."

"No way! You're lying."

"I am _not_ lying, and I would appreciate it if you _didn't_ assume I was a habitual liar, Evelyn."

She shrugged. "What do you expect me to think?"

They walked in silence for a moment. Then Evelyn looked at Otto and did a double take. "Uncle Otto… why the hell are you wearing a _backpack_?"

He glared at her. "Backpacks aren't just for schoolchildren, you know."

"Yeah, but… what's in there?"

"Lunch," he replied. "We are going to be there practicing most of the day."

"Practicing what?"

"I do believe I already told you. We are going to be practicing fighting techniques. Basically, you'll be fighting me."

Evelyn frowned. "But that's like cheating! Fighting you wouldn't be any fair at all."

He chuckled. "Don't worry. I'll take it easy on you. Very easy. After all, you're just a beginner, and I don't want to hurt you."

Evelyn didn't say anything to that. They just walked in silence for a couple minutes. The sounds of the city were in the background, but they barely heard them. One got used to the noise of New York and quickly learned to tune it out; as Evelyn and Otto did.

Finally, she decided to be bold and ask him another question. "Uncle Otto?"

He raised his eyebrows, knowing that this would be another question from her, no doubt. "Yes, Evelyn?"

"How long has it been?"

"How long has it been since _what_?"

"You know… since your accident or whatever happened."

He was at a loss for what to say for a moment. "How long…? Oh, I have to think about that one, Evelyn…" Otto stopped walking and stood there for a minute, thinking about it.

It had indeed been a long time. He could barely remember what it was like before the accident; what it was like to be without them. What it was like to be regarded as "normal" by society. But even before that, he wasn't regarded very highly. _Such is the story of my life_, he thought bitterly.

Otto counted up the years and finally found an answer. "…Around eight years."

"Oh… really?" his niece replied, surprised by his answer.

"Well, I say eight, but five of those years were spent in prison, so they don't count."

Evelyn gave him an almost smug look. "Well, yeah…"

"Don't you dare imply that I _deserved _spending five years of my life in prison!"

She shrugged. "I'm not implying. I'm just saying…"

"Perhaps it would be wise if you didn't say anything at all," he snarled, insulted and quickly getting on the defensive.

"Maybe you're right," she agreed softly.

They continued walking, blatantly unaware of the fact that Spider-Man himself was on the rooftops, observing them.

_What the hell is going on here?_ he thought. _That's Doc Ock, of course. I would recognize _him_ anywhere. But who is with him? That… wait, she's just a girl! She's gotta be only sixteen tops. What the hell is—_

Then it dawned on Spidey like a sledgehammer hitting him over the head. _Holy shit… Ock… Ock must have a daughter! That's the only explanation. Unless he kidnapped someone, but I think I would have known about it. After all, when he does something like this, it's usually a he__adliner._

This explained just about everything. It explained the three-week disappearance, his comeback, and the fact that he had been hiding from Spider-Man for several weeks now. It also explained why the good ol' Doc had been not inclined to hurt him the other day on the rooftop.

Octavius had been worried and possibly depressed about his daughter.

This was _really _crummy news. No doubt he already had manipulated the girl to the point where she would defend him to the hilt and possibly even attack Peter. This wasn't good. This wasn't good at all.

As he watched them disappear inside an old condemned warehouse, he wondered what he should do. He needed to tellthe Avengers about this; possibly even Nick Fury himself.

But wouldn't it be a good thing if he managed to get the girl out of Ock's grasp before Ock did too much damage?

Peter nodded to himself, deciding right then and there what to do. _I _**will**_ tell the Avengers and Nick Fury, but I'm going to try to handle this by myself first. What I'll do is just wait__ for them to_ _come out and confront both of them. Maybe I'll catch Ock off guard…_

Peter sat on the rooftop overlooking the rooftop and waited, wondering how long he would have to wait and mentally readying himself to battle Doc Ock once more.

He had a feeling that this wasn't going to be an average battle with Ock. Ock had a lot more at stake here than just himself. Now the criminal had his daughter to think about too…

Which Spidey was going to use as an advantage. If he was lucky, he would be able to incapacitate Ock and rescue the girl from a criminal lifestyle all in one day.

In the meantime, though, he continued to wait…

…..

Otto opened the door to the warehouse. The hinges made a loud creaking sound, like that heard in horror movies. He went in first, while a tentacle held open the door for Evelyn.

After she had passed through the door, the said metallic arm closed it rapidly with a slam, placing the deadbolt that Evelyn hadn't noticed before firmly in place.

Evelyn's first impression of the warehouse was that it smelled extremely musty. Dust covered up the large, probably empty boxes that were strewn around the empty building. Most of the windows had been shattered long ago, creating a breeze of cold air in the warehouse.

However, there was one spot that looked almost clean; there was only a small layer of dust on the floor, and there were spaces on the wall where pictures or papers had been placed.

Otto set his backpack and the suitcase (which held the weapons) down on the ground in that corner. He whipped off his coat and set it down on top of the other items. He glanced at Evelyn, who was scanning the room impassively, her eyes flicking around the room. Finally, her eyes rested on him, and she gave him an inquisitive look, staring up at the nearly caved in ceiling. The damage was to the point where one could see the bits of blue sky through it. "So, you actually lived here?"

"Yes," he grumbled. "Didn't I already tell you this before?" He knew she was thinking, _what a hell-hole!_ Well, it _was_ a hell-hole. But he had gotten out of here, hadn't he? That was at least saying something.

"Uh, I forgot."

Otto reached into the backpack and took out a duffel bag. He tossed it to his niece, and she deftly caught it. "What's in here?" she asked.

"Clothes. You can't practice fighting in that ridiculous get-up."

"Yeah, but, where would you want me to, uh, change?"

"Behind those boxes," Otto replied, pointing. He raised an eyebrow. "I won't look. I'm not a pervert."

She gave her uncle a skeptical glance, but said nothing, retreating behind the boxes and coming out a few minutes later wearing the shorts, tennis shoes, and plain white t-shirt that had been in the bag. "I'm ready now," she said to Otto, who had his back turned.

He whipped around with surprising speed. "I take it you are ready to begin?"

"As ready as I'm going to ever be…"

Otto stood a few feet away from her. "Let's start with what you know." He assumed a fighting stance, as though he was going to attack Evelyn. "Let's say, for the record, that we are in a dark alleyway and I wanted to rape and kill you. What would you do?"

Evelyn shrugged. "Well, first I would probably—"

The criminal cut her off. "Don't tell me what you're going to do," he snarled. "Do it."

Evelyn didn't give a reply verbally. Instead, she answered his demand by rapidly lifting up her foot and kicking Otto as hard as she could between his legs.

Caught off-guard, he yelped in surprise and then groaned, sinking to his knees and self-consciously putting his hands on his groin. "Ugggggnnnnn….." he moaned, his facial features twisted in pain.

Evelyn stared at her uncle in horror, her mouth dropping open. "Maybe I kicked too hard…?" she mumbled sheepishly.

"Yeah, maybe," Otto grunted. He slowly lifted himself to his feet, his legs still wobbly and unsteady. He bit his lip, trying not to yell out in pain as he carefully lowered himself onto a crate, hands still on his groin.

"Uh, I'm sorry…" Evelyn said guiltily, looking at the scene and feeling bad. Maybe she shouldn't have hit him that hard; but he _had_ asked for it…

And besides, it felt really good to do that. He kind of deserved it, after all.

Otto had obviously noticed her slightly smug look, because he glowered at her, his face still contorted in pain. "I'll admit that… that that was… a good one," he breathed. "But don't gloat over the fact that you managed to do that. I'm taking it easy on you, remember."

Evelyn sat on a crate next to him. "How bad is it?" she asked, a little concerned.

"Bad," he replied through gritted teeth. "Training session's over."

"Oh…" Evelyn trailed off, not sure of what to say. "I'm really sorry."

He grimaced. "Don't be. I asked for it, after all. Although you do hit… really hard." Otto stood up slowly, teeth clenched. "We'll resume this tomorrow, after you get out of school." He limped over to the corner, picking up his coat and carefully putting it on; buttoning up the trench coat cautiously. "What are you staring at? Get your street clothes on and let's go."

A few minutes later, they both stood outside the warehouse door, the sunlight shining weakly through the city. Otto looked at Evelyn and smiled. "Want to take the rooftops?"

Evelyn shook her head vehemently. "No. I thought we already went over that, Uncle Otto. Once is enough for me."

"Are you sure?"

"Yeah, I'm sure!"

He turned away from her. "Fine then. If you want to walk home, suit yourself. I'm taking the easier route." Otto began to scale the wall beside him.

"No, wait! Otto!" she called.

He turned around, a malicious grin on his face. "I knew you would change your mind." The villain climbed back down. "Come on, then. I'll take it easy on you."

Soon they were vaulting across the buildings; Otto going a lot slower than he had did the last time.

While they were moving, Otto said something, but Evelyn couldn't hear him. "What? I can't hear you!" Evelyn said loudly. The wind was stinging both of their faces, and the sun had disappeared, being replaced by threatening clouds.

"I said," Otto whispered, turning his head to face her, "that I'm proud of you."

"I… what? Why?"

"Because you managed to single-handedly kick my ass. That's something to be proud of."

She said nothing, just readjusted her grip on his shoulder, as her hands were starting to slip.

Meanwhile, Spider-Man had been staking out his rooftop for much too long in his opinion. The superhero pulled out his cellphone. "Hey, MJ! What's up? Oh, that's cool! Yeah, yeah. What am _I_ doing? Oh, just chillin'." Out of the corner of his eye he saw a moving shadow in the distance that could only be—

"Oh, hell! I just realized something! I gotta go!" He quickly ended the call with his girlfriend, knowing he would have to think of a good excuse later. Spider-Man hopped off the building and onto the next one. Good ol' Doc Ock seemed to be unaware of the fact that he was coming straight for Spidey, and he wanted to keep it that way. Peter clung to the side of the building he was on, waiting to surprise the villain. As he came closer, the superhero realized that the girl that he had seen from earlier was _actually riding Ock's shoulders._ _Oh, hell,_ he thought. _This isn't going to be easy…_

Ock and Evelyn continued through the rooftops and she actually found herself… Holy crap, was she actually _enjoying _this? She grudgingly admitted that she was. It wasn't every day you got to travel like this…

Suddenly, without warning, Otto screeched to a stop, nearly throwing Evelyn off. _What the…?_

"Stop right there, Ock! Hand over the girl!"

Her uncle cursed softly. "We've got company."

**Author's Note: More to come, don't worry! Please review if you could. Feedback is always appreciated!**


	11. Confrontation

**Chapter 10-Confrontation**

**Author's Note: And I now present to you Chapter 10 of Misconceptions, during which Doc Ock and Evelyn are confronted by that pesky Spider-Man—and what happens in the aftermath. Featuring a special guest appearance by the Fantastic Four!**

"I'll ask you again nicely, Ock. Put the girl down. Now," Spider-Man said, an edge in his voice. He was only standing a few feet away from Doc Ock and his niece, Evelyn.

"That's Spider-Man?" Evelyn whispered into Ock's ear in awe and with a twinge of fear.

"Yes," he hissed. "Let me take care of this. We'll talk later." He turned away his attention from his niece and looked down at the pesky hero.. "Ah, Spider-Man. This simply won't do. Why do you even bother to try to reason with me?"

"Because I don't want anyone to get hurt. Me, you, or the girl."

Ock chuckled. "Yes, of course. Make yourself feel better by convincing yourself you're concerned for everyone's welfare." He paused. "Well, I'm not concerned in the slightest. Especially with _your welfare_." With that, a tentacle shot abruptly forward, knocking Spider-Man off balance. "Woahhhh..." Another tentacle smashed into the hero, and he fell off the building.

Evelyn gasped. "You've... you've killed him!"

Otto shook his head. "No, I didn't. He'll be back." An actuator shot down over the side of the building, and he nodded. "He's fine. He'll be coming back up in just a few minutes."

The super-villain set Evelyn down on the roof of the building. He shoved the suitcase into her hands, and pointed a finger in the other direction. "See that? That's the elevator for this building. Take it, and go home as fast as you possibly can. Wait for me there."

Evelyn looked quite alarmed, and held the suitcase full of weapons awkwardly. "But... but, Uncle Otto, I don't know what—"

"Don't question me," he snarled. "It's for your best interest. Now go!" He shoved her in the direction of the elevator, and she dashed off.

No sooner had the elevator doors closed than when Spider-Man climbed over the scaffolding of the roof, panting. "You actually didn't think that would kill me, did you, Ock? You've got to do better than _that_."

Ock shrugged. "Who knows? Maybe I just _hoped _it would kill you."

Spider-Man got into a fighting stance. "Now, where were we? Something about your hostage...?" Beneath his mask, his eyes darted around, looking for the girl that was now nowhere to be seen. "Hey, where'd she go?"

"What are you talking about?" the super-villain asked smugly.

Spidey scoffed. "You know _exactly_ what I'm talking about. The girl! Where is she? What did you do to her?"

"I only simply did what you told me to. I let her go."

"Yeah, right. I'll believe it when I see it. Did you kill her, Ock?"

To the hero's surprise, he spat defensively, "No, I _didn't_ kill her. I've got better things to do than kill innocent little girls."

Spider-Man held his hand up in mock surprise. "Well, of course you wouldn't want to! I mean, even _I _wouldn't expect you to kill your own _daughter, _Ock."

Doctor Octopus just stood there and stared at the hero blankly for a few seconds. Then anger began to contort his facial features. "_What_ did you just say, Spider-Man?"

The hero, seeing that he had really angered his enemy (more than he had thought he would have), began to back away. "Um, nothing! I didn't say anything, really."

Ock stomped forward and lifted Spider-Man up by the nape of his neck before he could defend himself. "Do you really think," he snarled, "that that girl back there was my _daughter_?"

"Well, what do you expect me to think, Doc? I mean, she's obviously with you. It didn't look like you were holding her against her will, and she looks a little like—ack!" The hero made a choking sound as Otto's fingers tightened around his throat. "What do you—ack—think you're doing? Killing me won't—change—anything..."

To Spider-Man's surprise, Ock nodded. "You're right." He dropped him, where he crumpled to the ground, massaging his throat. "Why would I kill you when I can make your whole _life_ a miserable hell?" He stomped on Spider-Man's hand.

"Yeeeeeeeeeeeoowwwwww!" Spider-Man screamed. "Why are you doing this?"

"Because you need to learn that you _never_ assume with Doctor Octopus. Never." With that, Ock hefted up Spider-Man and punched him in the face. "Evelyn is not my daughter, you ignorant fool."

Too late he realized he had slipped and said his niece's name. Spider-Man coughed. "So, she's got a name, eh, Doc? She's obviously your new sidekick! What'd you do, kidnap the poor girl and then brainwash her?"

"Cease your insescant chatter, Spider-Man. It will get you nowhere." The criminal knocked the other off of his feet with a metallic tentacle. He fell to the ground, getting up a few seconds later. "Don't think you've got me beat yet, Doc," Spider-Man replied, as he pulled up his wrists and shot webbing towards Doctor Octopus.

The scientist quickly dodged the webbing, standing to the side as the hero's weapon shot past him harmlessly. He chuckled. "Again and again we play this charade, Spider-Man. Again and again we dance this dance of death, with no one ever winning. Do you not find it pointless?"

"Do I find it pointless? No, not when you're going around exploiting young girls now!" the hero shouted as he dodged a tentacle that was hellbent on beating him to nothingness.

Otto was enraged by that last snide assumption. "How _dare you_ assume such a thing!" he yelled. "The one time I am benevolent, you must condemn me for it!" He lunged for Spider-Man, and succeeded, grabbing the hero by the scruff of his neck yet again. "This conversation is over," he declared, and clocked Spider-Man right in the face. Otto let go of him, and he crumpled to the ground in a twisted heap.

The villian bent down and examined the beaten hero. _Yes, he's down for the count, alright. I hope the snide little twerp has learned his lesson this time. _Otto decided just to leave him there; that would teach the fool to screw around with _him_ again... And besides, he was trying to set an example for Evelyn. What kind of father figure would he be if he killed Spider-Man?

A few minutes later, Otto let himself down in an alleyway, immediately obscuring his tentacles. He slipped his cell phone out of his pocket and dialed a number.

"Evelyn?"

"Yes?" A frightened voice answered the line.

"It's Otto. Just wanted to let you know I'm heading home now. Did you get to the apartment safely?"

"Yes... yeah, I did."

"Did anyone follow you home that you know of? Did you keep to the alleys like I showed you?"

"Nope, no one followed me as far as I know. And yeah, I did keep to the alleys."

"Good. I'll be home in just a few minutes. I'll talk to you then." He flipped the phone shut and scaled the nearest building...

When Otto walked into the apartment, a little exhausted, his ears perked up. He heard something coming from the other room. It was music... he'd be damned if that didn't sound like a violin playing... Otto knocked on the door of the room where the music was loudest.

Evelyn opened the door, holding a violin tipped in her hand. She stared at him blankly for a moment, before her face reverted to the look of slightly frightened shock that seemed to be the effect Otto gave everyone; ever since his accident. "Oh, hi! Hi, Uncle Otto..."

He furrowed his brows and narrowed his eyes. "Since when did you play the violin, Evelyn? You never told me you played an instrument..."

The girl in question looked down at her stringed instrument nervously. "I used to play in school, but I quit after Mom died. She played it too, and Dad couldn't take hearing it."

"Oh." He didn't really have an appropriate answer to that statement. Instead, he walked into the kitchen and motioned for her to follow. She did so, still carrying her violin.

He sat at the table, folding his hands and setting them on the surface. "You know, I used to play an instrument myself, once upon a time..."

A half confused, half shocked look stole over his niece's face, and she said, with disbelief, "Really?"

He nodded.

"What did you play?"

Otto stared at the floor. "The tuba."

Evelyn raised her eyebrows. "No way."

"Yes, indeed. I quit as well, after middle school. I enjoyed the instrument, but I couldn't take the constant pressure from the other... students. I guess I couldn't be a music nerd and a science geek at the same time..."

Evelyn didn't say anything, but set her violin down on the table and looked at her uncle, whose hands were folded on the table. After a minute of mindless staring, Evelyn opened her mouth and spoke. "Maybe you should start playing again."

Otto looked up and scoffed. "Play again? No, I don't think so. I wouldn't even remember how to hold it properly..." He stood up. "But we can talk about the art of music another time," the super-villain declared. "Now we must talk about your future."

"My future...?" Evelyn asked, fear starting to come into her voice. "What happened with Spider-Man?"

"He knows," Otto replied bluntly. "He doesn't know that you're my niece, but he knows that you're with me. And this is alarming, because God knows he'll get Nick Fury and S.H.I.E.L.D to get together a search party for you..."

"Who is Nick Fury and S.H.I.E.L.D.?" Evelyn asked.

"They're the organization that kind of keeps tabs on the superheroes, and locks up the criminals such as myself. Colonel Nick Fury is the head of the organization. I'd rather not go up against him."

Evelyn didn't say anything, so Otto continued. "So. We're going to stay here for now, but I may have to relocate us at any time for your protection as well as mine. I thought I'd let you know that in advance, just in case it ends up being short notice."

"But... where would we go?" his niece stammered.

Otto put a hand on her shoulder. "Not to worry, I know many places where we may go. Not all of them are pleasant, but that goes with the reputation, I suppose."

She opened her mouth to speak, but he spoke over her. "And if such a thing happens, _I'll_ take over your education."

"But... but..."

"No buts. Do you think I have a choice?" he snapped. "Besides, I'll teach you what you need to know, don't worry."

"But what happened with you and Spider-Man, Uncle Otto?"

Otto couldn't help but smile a little at that question. "I let the little twerp finally get what was coming to him. Hopefully that will scare him enough so he doesn't say anything about you for a bit."

"You... you didn't kill him, did you?"

"_No_, I didn't kill him," Otto retorted. "What makes you think I would kill him?"

"Wellll... That's kind of a rhetorical question, isn't it, Uncle Otto?"

He grinned. "Yes, indeed it is, isn't it. I could see why you would expect that." He pushed the chair into the table, where it made a scraping sound. "I'll leave you to your lovely practicing, Evelyn. I'll be in my room if you need me." Otto began to walk away, but he stopped in the doorway. "Evelyn?"

"Yeah, Uncle Otto?"

"Things will be alright. I promise you." Without another word, he whipped around, his tentacles trailing him. The sound of a door closing lightly could be heard only a few seconds later.

Evelyn sighed softly. She was unsure of the future, but she was sure of two things—Uncle Otto would never hurt her, and she had nothing to be afraid of. Despite the fact that he was a criminal, he wasn't as bad as they all made him out to be. She knew that there was some humanity there. Of course, Evelyn wasn't sure _how _much humanity Otto had left, but she knew that he had some.

The blonde girl walked into her room, closing the door. She placed the violin on her chin and began to play, losing herself in the lovely serenade that was dancing in her mind.

…

Peter Parker woke up to someone saying, "Hey, Spidey, wake up, why don'tcha?" He opened his eyes, which were nearly crusted shut with blood, and saw a looming orange figure in front of him.

"Hey, Ben..." he croaked. "Mind helping me up?"

"I can take care of that," the unmistakable voice of Reed Richards said, outside of Peter's vision. A rubbery hand took his and Spider-Man stood up shakily on his legs. He felt terrible, but it wasn't anything that a day or two of rest couldn't cure. Unfortunately, thanks to a certain eight limbed scientist, he was pretty sure his hand was broken. Spidey held it gingerly.

"What happened to you?" Johnny Storm asked, a little concerned.

Peter rubbed the back of his head, where it hurt the most. "Er, I was chasing Doc Ock, confronted him... he beat the crap out of me..."

"Do you know where he went?" Mr. Fantastic asked.

Spidey shook his head. "No, I don't..." Then realization struck him as he remembered the girl who had disappeared while he was falling off the building. What had happened to her? And what was her relation to him, if at all? He needed to know, and perhaps The Fantastic Four could help him. "Could I come with you to the Baxter Building?" he asked, as they all stepped into the Fantasticar, which was hovering a foot or so above the ground.

Reed Richards smiled. "We were going to take you with us anyway. Hop in."

After Peter had told the Fantastic Four his story of his interesting encounter with Doc Ock and the mysterious girl, Mr. Fantastic stared at him worriedly. "This is certainly cause for concern."

"Yeah," the Thing chimed in. "Who knows what he could do to a poor little girl..."

Johnny's eyes flashed. "We need to find that fat freak and beat the crap out of him for doing that! He's gone too far this time! And I know that Doc Ock usually fights you, but if I have to find him and fight him myself, I will."

"Calm down, Johnny," Reed replied. "We'll find him, rest assured."

"What about the girl, though?" Susan asked, concerned.

"Let's deal that when we get to it, eh, guys?" Spider-Man replied, holding his broken hand stiffly. The Thing noticed that he was holding it that way and looked down at it. "Did he break your hand, bub?"

"Yeah..."

"Reed, the kid needs to go to the hospital," Thing called up. "His hand is broken."

"No, I'll be fine, really!" Spidey exclaimed, moving his wrist. "Ouch!"

Needless to say, after much arguing on Peter's part, they decided that it would be alright if Reed just bandaged it up and put it in a cast. Peter was extremely happy about this because then he wouldn't have to deal with a worried Aunt May and a costly hospital visit.

They stopped the Fantasticar on the side of a busy street in Queens, where Peter got out. "Thank you so much for the ride and for fixing my hand," he said to Reed.

The leader of the Fantastic Four flashed a smile. "No problem, Spider-Man. I'll keep you posted if we find anything out about that girl Evelyn you talked about."

"Alright. See you later..."

"Hang in there, kid!" The Thing shouted as the Fantasticar sped away.

Still holding his injured hand, Peter walked down a few blocks before heading into a building and stepping up several flights of stairs. He let himself in the door, shouting a quick hi to Aunt May before dashing to his room.

The superhero looked out the window and thought about the girl. She wasn't much younger than he was... He knew that Otto was merely lying and that she was his daughter. There could be no other explanation. Peter shuddered. To have a father, or even a fatherly influence like _that_... Staring out that window, he whispered, "I'll save you, Evelyn. I promise."

**To Be Continued...**


End file.
